Common use of Issuance of Warrants or Other Rights Clause in Contracts

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer shall ------------------------------------ take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, sell any Common Stock Equivalents (warrants or issue any warrant or other rights therefor)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) option shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted as provided in Section 4(d) on to the basis that price equal to the maximum number of Additional Shares of Warrant Consideration per share for which Common Stock is issuable pursuant to all such Common Stock Equivalents (or upon the issuance exercise of any such warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rightsoption. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsEquivalents if adjustment has been previously made pursuant to this section. No adjustments of the Warrant Price shall be made under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. If at any time the Issuer shall Company shall: (i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall (ii) in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Price in effect immediately prior to the time of such issue or saleExercise Price, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d6(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments further adjustment of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights thereforto subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any time In the Issuer event the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisableexercisable (other than Permitted Issuances), and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. (i) If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Price in effect immediately prior to the time of such issue or saleCommon Stock Purchase Price, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d6(c)(i) or (ii) hereof (depending upon the time at which such record is taken) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments further adjustment of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such Common Stock Equivalents, warrants or other rights. No adjustments of the Warrant Price then in effect or the number amount of Warrant Shares Stock for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Warrant Price then in effect or the number of Warrant Shares shares of Common Stock for which this Warrant is exercisable or the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time following the Original Issue Date the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue issue, sell or sellreprice, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided provid­ed in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Common Shares or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which a Common Stock Share is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than either the Warrant Purchase Price in effect immediately prior to or the time Current Market Price on the date of such issue or sale, then the number of shares Common Shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Common Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Warrant Price then in effect or the number of Warrant Common Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which where the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares or any Convertible Securities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the number of Shares for which this Warrant is exercisable and the Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. (i) If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Price in effect immediately prior to the time of such issue or saleCommon Stock Purchase Price, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d6(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments further adjustment of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If the Issuer at any time following the Issuer Original Issue Date shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue issue, sell or sellreprice, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided provid­ed in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. (ii) If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Price in effect immediately prior to the time of such issue or saleCommon Stock Purchase Price, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d6(c)(i) or (ii) hereof (depending upon the time at which such record is taken) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments further adjustment of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in of any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d11(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Warrant Exercise Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer ------------------------------------ shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, sell any Common Stock Equivalents (warrants or issue any warrant or other rights therefor)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) option shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted as provided in Section 4(d) on reduced to a price equal to the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all amount of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rightsWarrant Consideration. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents. No adjustments of the Warrant Price shall be required under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of make or issue or become irrevocably obligated to issue the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, sell any Common Stock Equivalents (warrants or issue any warrant or other rights therefor)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) option shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted as provided in Section 4(d) on to the basis that price equal to the maximum number of Additional Shares of Warrant Consideration per share for which Common Stock is issuable pursuant to all such Common Stock Equivalents (or upon the issuance exercise of any such warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rightsoption. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsEquivalents if adjustment has been previously made pursuant to this section. No adjustments of the Warrant Price shall be made under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then (i) the number of shares for which Warrant Shares shall be adjusted to equal that number of Warrant Shares the Holder would have been entitled to receive after the happening of any of the events described in this Section 4(e) if such Warrant is exercisable Shares had been issued immediately prior to the happening of such event, such adjustment to become effective concurrently with the effectiveness of such event, and (ii) the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Price in effect Fair Market Value of the Common Stock immediately prior to the time of such record, issue or sale, then then, as to each such Tranche of Warrant Stock, the number of shares for which this Warrant is exercisable and the Warrant Applicable Exercise Price then in effect shall be adjusted as provided in Section 4(d7(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments further adjustment of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Applicable Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than either the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than either the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) fights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for of which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant Warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Adjusted Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d) 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time after the Delivery Date the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer Company shall take a record of the holders of its Common Stock stockholders for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which where the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share shares of Common Stock for which shares of Common Stock is are issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Purchase Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Purchase Price then in effect shall be adjusted as provided in Section 4(d) 7.4.1 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Warrant Purchase Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such shares of Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

Issuance of Warrants or Other Rights. If at any time the Issuer DeepTech shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer DeepTech is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price then in effect shall be adjusted as provided in Section 4(d4.3(a) on the basis that (A) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued be Outstanding immediately following such issuance, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and outstanding and the Issuer (C) DeepTech shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue issuance of such Common Stock or of such Common Stock Equivalents other rights or upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, sell any Common Stock Equivalents (warrants or issue any warrant or other rights therefor)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) option shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted as provided in Section 4(d) on to the basis that price equal to the maximum number of Additional Shares of the Warrant Consideration per share for which Common Stock is issuable pursuant to all such Common Stock Equivalents (or upon the issuance exercise of any such warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rightsoption. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsEquivalents if adjustment has been previously made pursuant to this section. No adjustments of the Warrant Price shall be made under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such convertible securities shall be less than the Warrant Price in effect immediately prior net book value per share of the Issuer (as determined pursuant to the time provisions of such issue or saleSection 2.3 of this Warrant), then the number of shares Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d) 3.2 on the basis that the maximum number of Additional Shares additional shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable or the Exercise Price shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalentsconvertible securities.

Issuance of Warrants or Other Rights. If at any time after the Issuer date -------------------------------------- hereof the Company shall take a record of the holders of its Common Stock for the purpose of entitling them then to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer Company is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the such rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant warrants or other rights therefor) or upon conversion or exchange of such Convertible Securities shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be adjusted as provided in Section 4(d5(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Issuer Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights, provided that Section 6 of the Registration and Participation Agreement shall not be deemed to give rise to any rights pursuant to this Section 5(d). No further adjustments of the Warrant Exercise Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue issuance of such Common Stock or of such Common Stock Equivalents Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.