Common use of Issuances of Common Stock Clause in Contracts

Issuances of Common Stock. If between the date hereof and the Effective Date DCDC Delaware shall pay or make a dividend or other distribution on its Common Stock consisting exclusively of, or shall otherwise issue, Common Stock or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (including without limitation the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC Delaware), the Conversion Price in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such securities, rights or warrants or for such issuance shall be reduced by multiplying such Conversion Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but prior to such issuance) and the denominator shall be such number of Fully-Diluted Shares plus the number of shares of Common Stock so issued, offered for subscription or purchase or issuable upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such determination or for such issuance; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means the number of shares of Common Stock issued and outstanding assuming the exercise of all outstanding options, warrants and rights to acquire, and the conversion of any securities convertible or exercisable into, Common Shares (including all Investor Notes), whether or not then vested, convertible or exercisable.

Issuances of Common Stock. If between (A) If, at any time, during the date hereof and period (the Effective Date DCDC Delaware shall pay or make a dividend or other distribution "Note Period") that any principal amount is outstanding on its Common Stock consisting exclusively of, or shall otherwise issue, Common Stock or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock Notes (including without limitation as defined in the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC DelawarePurchase Agreement), the Conversion Price in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such securities, rights Company shall issue any Common Stock other than Excluded Stock or warrants Additional Excluded Stock (as hereinafter defined) without consideration or for such issuance shall be reduced by multiplying such Conversion a consideration per share less than the Exercise Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but applicable immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) and be reduced to the denominator shall be price equal to the greater of (I) the result obtained by dividing (aa) the consideration, if any, received by the Company upon such issuance by (bb) the total number of Fully-Diluted Shares plus shares of Common Stock issued by the Company upon such issuance and (II) $0.05 or (B) If, at any time, subsequent to the Note Period, the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price applicable immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) be reduced to the price determined as follows: by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock so issuedoutstanding immediately prior to such issuance multiplied by the Exercise Price immediately prior to such issuance and (y) the consideration, offered for subscription or purchase or issuable if any, received by the Company upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective by (B) the total number of shares of Common Stock outstanding immediately prior to the opening of business on the day following the date fixed for such determination or for after such issuance; ; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means the number of shares of Common Stock (other than Excluded Stock) issued or reserved or agreed to be reserved for issuance by the Company should at any time exceed 5% of the Company's issued and outstanding assuming the exercise shares of all outstanding options, warrants and rights to acquire, and the conversion Common Stock none of any securities convertible or exercisable into, Common Shares such shares (including all Investor Notes), whether or not then vestedpreviously issued or reserved for issuance by the Company) shall be considered Additional Excluded Stock for purposes of determining the Exercise Price adjustment in Section 3.1(a)(i)(A) and the Exercise Price shall be readjusted accordingly in accordance with the provisions of Section 3.1(a)(i)(A) using the lowest per share price of any Common Stock so issued or reserved or agreed to be reserved for issuance. For the purpose of any adjustment of the Exercise Price pursuant to this clause (i) of this Section 3.1(a), convertible or exercisable.the following provisions shall be applicable:

Issuances of Common Stock. If between (A) If, at any time, during the date hereof and period (the Effective Date DCDC Delaware shall pay or make a dividend or other distribution "Note Period") that any principal amount is outstanding on its Common Stock consisting exclusively of, or shall otherwise issue, Common Stock or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock Notes (including without limitation as defined in the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC DelawarePurchase Agreement), the Conversion Price in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such securities, rights Company shall issue any Common Stock other than Excluded Stock or warrants Additional Excluded Stock (as hereinafter defined) without consideration or for such issuance shall be reduced by multiplying such Conversion a consideration per share less than the Exercise Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but applicable immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) and be reduced to the denominator shall be price equal to the greater of (I) the result obtained by dividing (aa) the consideration, if any, received by the Company upon such issuance by (b) the total number of Fully-Diluted Shares plus shares of Common Stock issued by the Company upon such issuance and (II) $0.05 or (B) If, at any time, subsequent to the Note Period, the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price applicable immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) be reduced to the price determined as follows: by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock so issuedoutstanding immediately prior to such issuance multiplied by the Exercise Price immediately prior to such issuance and ~) the consideration, offered for subscription or purchase or issuable if ~ received by the Company upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective by ~) the total number of shares of Common Stock outstanding immediately prior to the opening of business on the day following the date fixed for such determination or for after such issuance; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means the number of shares of Common Stock (other than Excluded Stock) issued or reserved or agreed to be reserved for issuance by the Company should at any time exceed 5 % of the Company's issued and outstanding assuming the exercise shares of all outstanding options, warrants and rights to acquire, and the conversion Common Stock none of any securities convertible or exercisable into, Common Shares such shares (including all Investor Notes), whether or not then vestedpreviously issued or reserved for issuance by the Company) shall be considered Additional Excluded Stock for purposes of determining the Exercise Price adjustment in Section 3.1 (a) (i) (A) and the Exercise Price shall be readjusted accordingly in accordance with the provisions of Section 3. 1(a)(i)(A) using the lowest per share price of any Common Stock so issued or reserved or agreed to be reserved for issuance. For the purpose of any adjustment of the Exercise Price pursuant to this clause (i) of this Section 3.1(a), convertible or exercisable.the following provisions shall be applicable:

Issuances of Common Stock. If between and whenever after the date hereof Date of Grant, the Company issues or sells, or in accordance with Sections 4(f)(ii) and the Effective Date DCDC Delaware shall pay (iii) below, is deemed to have issued or make a dividend or other distribution on its sold, any share of Common Stock consisting exclusively of, or shall otherwise issue, for a consideration per share less than (x) the Adjusted Fair Market Value (as defined in Section 4(j) below) of the Common Stock at such time or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling (y) the holders thereof to subscribe for or purchase Common Stock (including without limitation the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC Delaware), the Conversion Warrant Price in effect at immediately prior to such time (the close greater of business on such amounts being referred to herein as the date fixed for "Adjustment Multiplier"), then immediately upon such issue or sale or deemed issue or sale, the determination of stockholders entitled to receive such securities, rights or warrants or for such issuance Warrant Price shall be reduced by multiplying such Conversion to the amount computed using the following formula: X = Y * [(A*B)+C] --------- A*D Where: X = the Warrant Price, as adjusted pursuant to this formula Y = the Warrant Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but in effect immediately prior to such issuance) and issue or sale A = the denominator shall be such number of Fully-Diluted Shares plus Adjustment Multiplier B = the number of shares of Common Stock so issued, offered for subscription or purchase or issuable upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective outstanding on a fully diluted basis immediately prior to such issue or sale C = the opening of business on consideration, if any, received by the day following the date fixed for Company upon such determination issue or for such issuance; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means sale D = the number of shares of Common Stock issued and outstanding assuming on a fully diluted basis immediately after such issue or sale Subject to Section 4(l) hereof, upon each such adjustment of the Warrant Price hereunder, the number of shares of Common Stock acquirable upon the exercise of all outstanding options, warrants and rights this Warrant shall be adjusted to acquire, and the conversion number of any securities convertible or exercisable into, Common Shares (including all Investor Notes), whether or not then vested, convertible or exercisable.shares determined computed using the following formula: X = Y(A) ---- B Where:

Issuances of Common Stock. If between and whenever after the date hereof Date of Grant, the Company issues or sells, or in accordance with Sections 4(f)(ii) and the Effective Date DCDC Delaware shall pay (iii) below, is deemed to have issued or make a dividend or other distribution on its sold, any share of Common Stock consisting exclusively of, or shall otherwise issue, for a consideration per share less than (x) the Adjusted Fair Market Value (as defined in Section 4(j) below) of the Common Stock at such time or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling (y) the holders thereof to subscribe for or purchase Common Stock (including without limitation the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC Delaware), the Conversion Warrant Price in effect at immediately prior to such time (the close greater of business on such amounts being referred to herein as the date fixed for "Adjustment Multiplier"), then immediately upon such issue or sale or deemed issue or sale, the determination of stockholders entitled to receive such securities, rights or warrants or for such issuance Warrant Price shall be reduced by multiplying such Conversion to the amount computed using the following formula: X = Y * [(A*B)+C] -------- A*D Where: X= the Warrant Price, as adjusted pursuant to this formula Y= the Warrant Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but in effect immediately prior to such issuance) and issue or sale A= the denominator shall be such number of Fully-Diluted Shares plus Adjustment Multiplier B= the number of shares of Common Stock so issued, offered for subscription or purchase or issuable upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective outstanding on a fully diluted basis immediately prior to such issue or sale C= the opening of business on consideration, if any, received by the day following the date fixed for Company upon such determination issue or for such issuance; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means sale D= the number of shares of Common Stock issued and outstanding assuming on a fully diluted basis immediately after such issue or sale Subject to Section 4(l) hereof, upon each such adjustment of the Warrant Price hereunder, the number of shares of Common Stock acquirable upon the exercise of all outstanding options, warrants and rights this Warrant shall be adjusted to acquire, and the conversion number of any securities convertible or exercisable into, Common Shares (including all Investor Notes), whether or not then vested, convertible or exercisable.shares determined computed using the following formula: X = Y(A) ---- B Where:

Issuances of Common Stock. If between (a) Until such time as the date hereof and ------------------------- Stockholder is the Effective Date DCDC Delaware owner of less than 30% of the then outstanding shares of Common Stock, without the prior written approval of the Stockholder or the approval by a majority of the votes cast at an annual or special meeting of stockholders of the Company, neither the Company nor any of its subsidiaries shall pay or make a dividend or other distribution on its Common Stock consisting exclusively of, or shall otherwise issue, Common Stock sell or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (including without limitation the issuance of options or other equity securities under deliver any equity compensation plan or agreement of DCDC Delaware), the Conversion Price in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such securities, rights or warrants or for such issuance shall be reduced by multiplying such Conversion Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but prior to such issuance) and the denominator shall be such number of Fully-Diluted Shares plus the number of shares of Common Stock so issued(whether unissued or treasury shares) or issue, offered for subscription sell, deliver, enter into, or purchase otherwise become obligated under, any Stock Obligation, including issuances, sales or issuable upon conversion deliveries of Common Stock or exercise Stock Obligations to an Employee Benefit Trust, (any of the securities included in such issuanceforegoing, dividend or other distribution, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such determination or for such issuancean "Equity Transaction"); provided, however, that no such adjustment the provisions of ------------------ -------- ------- this Section 3.1(a) shall be made upon not apply to (i) the adoption of the Rights Plan pursuant to Section 4.1 and the issuance of rights thereunder or (ii) an Equity Transaction pursuant to an Employee Benefit Plan that has been approved by the stockholders of the Company, it being understood that this clause (ii) shall not include any issuances, sales or deliveries by the Company of Common Stock or Stock Obligations to an Employee Benefit Trust. (b) In order to ensure that the Stockholder's ownership of then outstanding shares of Common Stock or securities convertible into or exercisable for during the period beginning on the date of the Closing and ending on the first anniversary of the Adjustment Closing Date (as defined in the Stock Repurchase Agreement) (the "First Year") shall not at ---------- any time be less than exactly half of the then outstanding shares of Common Stock, in connection with (1) respect to each Employee Benefit Stock Issuance during the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i)First Year, the Company shall purchase a number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by DCDC Delaware, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights, options or warrants. “Fully-Diluted Shares” means the number of then outstanding shares of Common Stock issued equal to the number of such Employee Benefit Stock Issuances. Such purchases shall be made by the Company on the open market or in privately negotiated transactions on the same day as the shares of Common Stock covered by such Employee Benefit Stock Issuance become outstanding (or, if for reasons not within the control of the Company it is not possible to purchase such shares on such day, such shares shall be purchased on first trading day following such day on which it is possible to purchase such shares). During the First Year, neither the Company nor any of its subsidiaries shall issue, sell or deliver any shares of Common Stock to an Employee Benefit Trust. The Company shall report to the Stockholder quarterly detailing its compliance with this Section 3.1(b). (c) Commencing at the end of the First Year and continuing until such time as the Stockholder owns less than 30% of the then outstanding assuming shares of Common Stock, (i) with respect to each of the exercise first three twelve month periods immediately following the end of all the First Year (each such period a "Twelve Month Period"), if there are aggregate Employee Benefit Stock Issuances during such Twelve Month Period that are in excess of 1,000,000 shares (such excess being referred to as "Twelve Month Excess Shares"), the Company shall during such Twelve Month Period purchase from time to time (and, in any event, by the end of such Twelve Month Period), on the open market or in privately negotiated transactions, a number of outstanding options, warrants and rights shares of Common Stock equal to acquirethe number of such Twelve Month Excess Shares, and (ii) with respect to the conversion first 48 month period immediately following the end of any securities convertible or exercisable into, Common Shares the First Year (including all Investor Notesthe "Forty-Eight Month Period"), whether if there are aggregate Employee Benefit Stock Issuances during such Forty-Eight Month Period that are in excess of 3,000,000 shares (such excess being referred to as "Forty-Eight Month Excess Shares"), the Company shall during such Forty-Eight Month Period purchase from time to time (and, in any event, by the end of each Twelve Month Period in which such Forty-Eight Month Excess Shares occur), on the open market or not then vestedin privately negotiated transactions, convertible or exercisablea number of outstanding shares of Common Stock equal to the number of such Forty-Eight Month Excess Shares less the number of Forty-Eight Month Excess Shares previously purchased pursuant to this sentence.