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 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 saleTrigger 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 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 issuance of such Common Stock upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If In case at any time or from time to 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 is the surviving corporation) issue or sellotherwise issue, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor), whether to subscribe for or not the rights to exchange purchase any Additional Shares of Common Stock or convert thereunder are immediately exercisable, any Convertible Securities and the price consideration per share for which additional shares of Common Stock is may at any time thereafter be issuable upon the exercise of pursuant to such Common Stock Equivalents (or any warrant warrants or other rights therefor) or pursuant to the terms of such Convertible Securities shall be less than the Warrant Price in effect immediately prior to the time of such issue or saleCurrent Market Value, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 4(d) 4.4 hereof on the basis that (i) 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 as of (and, accordingly, the date as of which the Exercise Price shall be computed shall be) the computation date specified in the last sentence of this Section 4.5, and outstanding (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Issuer Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. For purposes of this Section 4.5, the computation date for clause (i) above shall have received all be the earliest of (A) the date on which the Company shall take a record of the consideration payable thereforholders of its Common Stock for the purpose of entitling them to receive any such warrants or other rights, if any(B) the date on which the Company shall enter into a firm contract for the issuance of such warrants or other rights, as of and (C) 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 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. 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 Warrant 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 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 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 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 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 after the Issuer date hereof 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 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 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 Warrant Price then in effect shall be adjusted as provided in Section 4(d) 2.4 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. 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 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 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 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 ------------------------------------ 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 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 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 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 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 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 Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares for of Common Stock outstanding immediately prior to the issuance or sale of such warrants or options plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which this the Warrant is exercisable and Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect effect, and (2) the denominator of which shall be adjusted as provided in Section 4(d) on equal to the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to that would be outstanding assuming the exercise or conversion of all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued warrants 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 rightsoptions. 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 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 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. If at any time the Issuer Company shall take fix a record of date for 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 consideration received by the Company for which any Additional Common Stock is Shares 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 Market Price in effect immediately prior to as of the time day of such issue distribution, issuance or sale, then the Current Warrant Price and the number of shares for which Common Shares issuable upon exercise of this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d5(c) hereof on the basis that (i) 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) or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and (ii) the Issuer Company shall have received all of the consideration payable thereforconsideration, if any, payable for such warrants or other rights as of the date of the actual issuance of such warrants or other rightsthereof. No further adjustments of the Current Warrant Price then in effect or the number of Warrant Shares for which shares issuable upon exercise of this Warrant is exercisable shall be made upon the actual issue issuance 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 issuance 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 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 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 immediately (1) the rights numerator of which shall be equal to exchange or convert thereunder are immediately exercisable, and the price per share for which sum of (A) the number of shares of Common Stock is outstanding immediately prior to the issuance or sale of such warrants or options PLUS (B) the number of shares of Common Stock (rounded to the nearest whole share) which the Warrant Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock Equivalents (warrants or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior options, would purchase at a price per share equal 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 effect, and (2) the denominator of which shall be adjusted as provided in Section 4(d) on equal to the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to that would be outstanding assuming the exercise or conversion of all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued warrants 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 rightsoptions. 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 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 (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock is outstanding immediately prior to the issuance or sale of such warrants or options plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the Warrant Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock Equivalents (warrants or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior options, would purchase at a price per share equal 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 effect, and (2) the denominator of which shall be adjusted as provided in Section 4(d) on equal to the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to that would be outstanding assuming the exercise or conversion of all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued warrants 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 rightsoptions. 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 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 at an exercise price which is less than the Current Warrant Price and less than the Current Market Price, whether or not the rights to exchange or convert thereunder are immediately exercisable, and then 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 Current Warrant Price in effect immediately prior to the time of such issue or sale, then and the number of shares of Common Stock for which this Warrant is then 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 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 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 Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares for of Common Stock outstanding immediately prior to the issuance or sale of such warrants or options plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which this the Warrant is exercisable and Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect effect, and (2) the denominator of which shall be adjusted as provided in Section 4(d) on equal to the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to that would be outstanding assuming the exercise or conversion of all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued warrants 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 rightsoptions. 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 In case the Issuer Company shall take a record of the distribute to all holders of its Common Stock for the purpose of entitling them to receive a distribution of, Ordinary Shares 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 Ordinary 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 Common Stock is Ordinary 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 plus the price paid to the Company to acquire such warrants, other rights or Convertible Securities shall be less than the Warrant Price market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such distribution, issue or sale, then the number of shares for which this Ordinary Shares purchasable upon the exercise of each Warrant is exercisable and the Warrant Price then in effect evidenced hereby shall be adjusted as provided in Section 4(d5(c) on the basis that (A) the maximum number of Additional Ordinary 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 give effect to the conversion or exchange of all such Convertible Securities shall be deemed to have been be issued and outstanding outstanding, (B) the price per share for such Ordinary Shares shall be deemed to be the lowest possible price per share in any range of prices per share at which such Ordinary Shares are available to such holders, and (C) 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, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of (i) any warrants or options or other rights to subscribe for up to 1,500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company, pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time or (ii) any warrants or options to purchase Ordinary Shares, or ADSs representing such Ordinary Shares, which may be issued by the Company to certain officers of the Company pursuant to any future employment agreements. No further adjustments of the Warrant Price then in effect or the number of Warrant Ordinary Shares for which this any Warrant evidenced hereby is exercisable shall be made upon the actual issue of such Common Stock Ordinary 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 Ordinary Shares upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities.

Issuance of Warrants or Other Rights. If at any time the Issuer Corporation 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 Corporation 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 for Common Shares which this Warrant is exercisable and will be issued upon conversion of the Warrant Price then in effect Series A Preferred Shares shall be adjusted as provided in Section 4(dSubsection (c)(iii)(A) 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 Corporation 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 to the number of Warrant Common Shares for which this Warrant is exercisable will be issued upon conversion of the Series A Preferred Shares 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 contemplated by this Subsection (c)(iv) or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Common Stock EquivalentsConvertible Securities contemplated by this Subsection (c)(iv).

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 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 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.

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 this Warrant is exercisable shall be adjusted to equal that number of shares of Warrant Stock that 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 Stock 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 shares 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 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 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 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 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 or from time to time the Issuer Company shall take a record of the holders of its Common Stock Units for the purpose of entitling them to receive a any 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 sellotherwise issue, any Common Stock Equivalents (or issue any warrant warrants or other rights therefor)to subscribe for, whether or not the rights to exchange purchase any additional Common Units or convert thereunder are immediately exercisableany convertible securities convertible into additional Common Units, and the price consideration per share unit for which additional Common Stock is Units may at any time thereafter be issuable upon pursuant to all such warrants and other rights or pursuant to the exercise terms of such Common Stock Equivalents (or any warrant or other rights therefor) shall be convertible securities, as the case may be, is less per unit than the Warrant Price Fair Market Value Per Unit in effect immediately prior to the time issuance of such issue or saleadditional Common Units, then the number of shares for which this Warrant is exercisable and the Units issuable upon exercise of a Warrant Price then in effect shall be adjusted as provided in Section 4(d) SECTION 3(d), on the basis that (i) the maximum number of Additional Shares of additional Common Stock Units issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant warrants or other rights therefor) or upon conversion 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 for determination of the actual Fair Market Value Per Unit as hereinbelow provided, and (ii) the aggregate consideration for such maximum number of additional Common Units shall be deemed to be the minimum receivable pursuant to such warrants or rights, or upon conversion of such convertible securities, as the case may be. The date as of which Fair Marker Value Per Unit shall be determined for purposes of this SECTION 3(e) shall be the earliest of the date on which the Company shall take a record of the holders of its Common Units, the date on which the Company enters into a firm contract for the 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 warrants, rights or upon convertible securities, and the date of actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalentsissuance thereof.

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 after the Issuer date hereof 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 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 Price Fair Market Value 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) 2.4 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. 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 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 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 6 95 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 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 Warrant Price then in effect Part B Number shall be adjusted as provided in Section 4(d) 2.5 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. No further adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable Part B Number 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 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 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; 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 Warrant Price then in effect or the number of Warrant 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. If Subject to the last sentence of Section 4(b) above, 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 Warrant Price then in effect immediately prior to the time of such issue or sale shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares for which this of Common Stock outstanding immediately prior to the issuance or sale of such warrants or options plus (B) the number of shares of Common Stock (rounded to the nearest whole share) that the Warrant is exercisable and Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect effect, and (2) the denominator of which shall be adjusted as provided in Section 4(d) on equal to the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to that would be outstanding assuming the exercise or conversion of all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued warrants 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 rightsoptions. 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 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 thereforor upon conversion or exchange of such Convertible Securities together with any amount paid in consideration for such warrants or rights (calculated on a per share basis) 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 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 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 warrants or other rights therefor)to 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 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 Warrant Conversion Price then in effect shall be adjusted as provided in Section 4(d2.04(a) of this Agreement 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 (C) the Issuer 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 Conversion 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.