Common use of Issuance of Securities Deemed Issuance of Additional Shares of Common Stock Clause in Contracts

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, the Exercise Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because the consideration per share (determined pursuant to Section 5.1(e) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Exercise Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company Corporation at any time or from time to time after the Series AA Original Issue Date shall issue any Options or Convertible Securities or Options (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) aboveStock) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options Convertible Securities or Convertible SecuritiesOptions, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issuance or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price determined pursuant to Section 4(c)(iv)) of such Additional Shares of Common Stock would be less than the terms Series AA Conversion Price in effect on the date of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment and immediately prior to such terms) issuance, or such record date, as the case may be, and provided that in any such case in which Additional Shares of Common Stock are deemed to provide for either be issued: (1) no further adjustment in the Series AA Conversion Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Series AA Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (3) no readjustment pursuant to clause (2) above shall have the effect of increasing the Series AA Conversion Price to an amount which exceeds the Series AA Conversion Price on the original adjustment date; and (4) in the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security other than as a result of any exercise thereof, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series AA Conversion Price then in effect shall forthwith be readjusted to such Series AA Conversion Price as would have been obtained had the adjustment which was made upon the issuance of such Options or Convertible Security not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security Security. Upon the expiration of any such Options or (2) any increase or decrease in the consideration payable to the Company upon such exercise, rights of conversion or exchange, then, effective upon exchange under such increase or decrease becoming effectiveConvertible Securities which shall not have been exercised, the Exercise Series AA Conversion Price computed upon the original issue of such Option or Convertible Security issuance thereof (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing), no adjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from and any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities whichsubsequent adjustments based thereon, shall, upon exercisesuch expiration, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because the consideration per share (determined pursuant to Section 5.1(e) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or be recomputed as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Exercise Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.if:

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof other Rights to receive shares of Acquire Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible SecuritiesStock, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the full exercise of such Options Rights or, in the case of Convertible Securities and Options thereforSecurities, the full conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue orissue, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Conversion Price shall be made upon the subsequent issuance of shares of Common Stock upon the exercise of such a record date shall have been fixed, as Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any such unexercised Right to Acquire Common Stock or the expiration or termination of the close right to convert or exchange any such Convertible Security which are still outstanding, the Conversion Price shall be readjusted, and the Additional Shares of business on Common Stock deemed issued as the result of the original issue of such record date.Right or Convertible Security shall not be deemed issued for the purposes of any subsequent adjustment of the Conversion Price; and (iiC) If In the terms event of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease change in the number of shares of Common Stock issuable upon the exercise, exercise of any such Right to Acquire Common Stock or the conversion or exchange of any such Option Convertible Security, in accordance with the terms of such Right or Convertible Security or Security, other than the Excluded Securities (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effectivedefined below), the Exercise Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) then in effect shall forthwith be readjusted to such Exercise Conversion Price as would have obtained had such revised terms been in effect the adjustment that was made upon the original date of issuance of such Option Right to Acquire Common Stock or Convertible Security. Notwithstanding Security not exercised, converted or exchanged prior to such change been made upon the foregoingbasis of such change, but no further adjustment pursuant to this clause (ii) shall have be made for the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from any issuances of Additional Shares actual issuance of Common Stock between upon the original adjustment date and such readjustment date. (iii) If the terms exercise of any Option such Right or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because the consideration per share (determined pursuant to Section 5.1(e) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in Security. “Excluded Securities” means the consideration Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred, the Secured Convertible Note dated August 25, 1999, payable to the Company upon such exerciseProtection One Alarm Monitoring, conversion or exchange, then such Option or Convertible Security, as so amended, Inc. and the Additional Shares three Amended and Restated Warrants issued to Xxxxx X. Xxxxxxxxx currently with the date of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effectivethis Amended and Restated Note. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Exercise Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof other Rights to receive shares of Acquire Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible SecuritiesStock, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the full exercise of such Options Rights or, in the case of Convertible Securities and Options thereforSecurities, the full conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue orissue, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Conversion Price shall be made upon the subsequent issuance of shares of Common Stock upon the exercise of such a record date shall have been fixed, as Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any such unexercised Right to Acquire Common Stock or the expiration or termination of the close right to convert or exchange any such Convertible Security which are still outstanding, the Conversion Price shall be readjusted, and the Additional Shares of business on Common Stock deemed issued as the result of the original issue of such record date.Right or Convertible Security shall not be deemed issued for the purposes of any subsequent adjustment of the Conversion Price; and (iiC) If In the terms event of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease change in the number of shares of Common Stock issuable upon the exercise, exercise of any such Right to Acquire Common Stock or the conversion or exchange of any such Option Convertible Security, in accordance with the terms of such Right or Convertible Security or Security, other than the Excluded Securities (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effectivedefined below), the Exercise Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) then in effect shall forthwith be readjusted to such Exercise Conversion Price as would have obtained had such revised terms been in effect the adjustment that was made upon the original date of issuance of such Option Right to Acquire Common Stock or Convertible Security. Notwithstanding Security not exercised, converted or exchanged prior to such change been made upon the foregoingbasis of such change, but no further adjustment pursuant to this clause (ii) shall have be made for the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from any issuances of Additional Shares actual issuance of Common Stock between upon the original adjustment date and such readjustment date. (iii) If the terms exercise of any Option such Right or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because the consideration per share (determined pursuant to Section 5.1(e) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in Security. “Excluded Securities” means the consideration Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred, the Secured Convertible Note dated August 25, 1999, payable to the Company upon such exerciseProtection One Alarm Monitoring, conversion or exchange, then such Option or Convertible Security, as so amended, Inc. and the Additional Shares three Amended and Restated Warrants issued to Jxxxx X. Xxxxxxxxx currently with the date of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effectivethis Amended and Restated Note. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Exercise Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company Corporation at any time or from time to time after the Series AA Original Issue Date shall issue any Options or Convertible Securities (excluding or Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options Convertible Securities or Convertible SecuritiesOptions, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issuance or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price determined pursuant to Section 5(c)(iv)) of such Additional Shares of Common Stock would be less than the terms Series AA Conversion Price in effect on the date of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment and immediately prior to such terms) issuance, or such record date, as the case may be, and provided that in any such case in which Additional Shares of Common Stock are deemed to provide for either be issued: (1) no further adjustment in the Series AA Conversion Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Series AA Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (3) no readjustment pursuant to clause (2) above shall have the effect of increasing the Series AA Conversion Price to an amount which exceeds the Series AA Conversion Price on the original adjustment date; and (4) in the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security other than as a result of any exercise thereof, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series AA Conversion Price then in effect shall forthwith be readjusted to such Series AA Conversion Price as would have been obtained had the adjustment which was made upon the issuance of such Options or Convertible Security not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security Security. Upon the expiration of any such Options or (2) any increase or decrease in the consideration payable to the Company upon such exercise, rights of conversion or exchange, then, effective upon exchange under such increase or decrease becoming effectiveConvertible Securities which shall not have been exercised, the Exercise Conversion Price computed upon the original issue of such Option or Convertible Security issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (1) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date case of issuance of such Option Convertible Securities or Convertible Security. Notwithstanding Options for Common Stock, the foregoing, no adjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from any issuances of only Additional Shares of Common Stock between issued were the original adjustment date and shares of Common Stock, if any, actually issued upon the exercise of such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, the conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because such Convertible Securities and the consideration per share received therefor was the consideration actually received by the Corporation upon such exercise of such Options; or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and (determined pursuant to Section 5.1(e2) hereof) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been then issued effective upon was the consideration actually received by the Corporation for the issue of all such increase Options, whether or decrease becoming effective. (iv) Upon not exercised, plus the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment consideration deemed to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in received by the Exercise Price shall be made Corporation upon the issue of shares of Common Stock or the Convertible Securities upon the exercise of with respect to which such Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securitieswere actually exercised.

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company Corporation at any time or from time to time after the Series BB Original Issue Date shall issue any Options or Convertible Securities (excluding or Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options Convertible Securities or Convertible SecuritiesOptions, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issuance or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price determined pursuant to Section 5(c)(iv)) of such Additional Shares of Common Stock would be less than the terms Series BB Conversion Price in effect on the date of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment and immediately prior to such terms) issuance, or such record date, as the case may be, and provided that in any such case in which Additional Shares of Common Stock are deemed to provide for either be issued: (1) no further adjustment in the Series BB Conversion Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Series BB Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (3) no readjustment pursuant to clause (2) above shall have the effect of increasing the Series BB Conversion Price to an amount which exceeds the Series BB Conversion Price on the original adjustment date; and (4) in the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security other than as a result of any exercise thereof, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series BB Conversion Price then in effect shall forthwith be readjusted to such Series BB Conversion Price as would have been obtained had the adjustment which was made upon the issuance of such Options or Convertible Security not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security Security. Upon the expiration of any such Options or (2) any increase or decrease in the consideration payable to the Company upon such exercise, rights of conversion or exchange, then, effective upon exchange under such increase or decrease becoming effectiveConvertible Securities which shall not have been exercised, the Exercise Conversion Price computed upon the original issue of such Option or Convertible Security issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (1) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date case of issuance of such Option Convertible Securities or Convertible Security. Notwithstanding Options for Common Stock, the foregoing, no adjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from any issuances of only Additional Shares of Common Stock between issued were the original adjustment date and shares of Common Stock, if any, actually issued upon the exercise of such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, the conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because such Convertible Securities and the consideration per share received therefor was the consideration actually received by the Corporation upon such exercise of such Options; or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and (determined pursuant to Section 5.1(e2) hereof) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been then issued effective upon was the consideration actually received by the Corporation for the issue of all such increase Options, whether or decrease becoming effective. (iv) Upon not exercised, plus the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment consideration deemed to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in received by the Exercise Price shall be made Corporation upon the issue of shares of Common Stock or the Convertible Securities upon the exercise of with respect to which such Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securitieswere actually exercised.

Issuance of Securities Deemed Issuance of Additional Shares of Common Stock. (i) If the Company Corporation at any time or from time to time after the Series CC Original Issue Date shall issue any Options or Convertible Securities or Options (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) aboveStock) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options Convertible Securities or Convertible SecuritiesOptions, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issuance or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price determined pursuant to Section 4(c)(iv)) of such Additional Shares of Common Stock would be less than the terms Series CC Conversion Price in effect on the date of Section 5.1(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment and immediately prior to such terms) issuance, or such record date, as the case may be, and provided that in any such case in which Additional Shares of Common Stock are deemed to provide for either be issued: (1) no further adjustment in the Series CC Conversion Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Series CC Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (3) no readjustment pursuant to clause (2) above shall have the effect of increasing the Series CC Conversion Price to an amount which exceeds the Series CC Conversion Price on the original adjustment date; and (4) in the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security other than as a result of any exercise thereof, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series CC Conversion Price then in effect shall forthwith be readjusted to such Series CC Conversion Price as would have been obtained had the adjustment which was made upon the issuance of such Options or Convertible Security not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security Security. Upon the expiration of any such Options or (2) any increase or decrease in the consideration payable to the Company upon such exercise, rights of conversion or exchange, then, effective upon exchange under such increase or decrease becoming effectiveConvertible Securities which shall not have been exercised, the Exercise Series CC Conversion Price computed upon the original issue of such Option or Convertible Security issuance thereof (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing), no adjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (x) the Exercise Price on the original adjustment date or (y) the Exercise Price that would have resulted from and any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities whichsubsequent adjustments based thereon, shall, upon exercisesuch expiration, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Section 5.1(a)(iv) above), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below (either because the consideration per share (determined pursuant to Section 5.1(e) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or be recomputed as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 5.1(c)(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 5.1(d) below, the Exercise Price shall be readjusted to such Exercise Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Exercise Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.if: