Common use of Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock Clause in Contracts

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (e) below) of such Additional Shares of Common Stock would be less than the Exercise Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further in any such case in which Additional Shares of Common Stock are deemed to be issued: (i) No further adjustment in the Exercise Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (ii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments), and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time on or after the Original Issue Date Closing Day shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options (other than Excluded Compensation Issuances) or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, or, in case such a record date shall have been fixedfixed for such issuance, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSection 7.3(c) below) of such Additional Shares of Common Stock would be less than the Exercise Reference Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: issued (i) No no further adjustment in the Exercise Price number of shares of Common Stock for which this Warrant is exerciseable shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; , and (ii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price number of shares of Common Stock for which this Warrant is then exerciseable shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes purpose of such readjustment; provided, however, that with respect to any Options or Convertible Securities issued by the Company for which there is a subsequent adjustment of the Exercise Price; and (v) In the event of any change in which increases the number of shares of Common Stock issuable upon the exercise, conversion or exchange exercise of any Option such Options or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the Securities or an adjustment which was made upon decreases the issuance exercise price or conversion price of such Option Options or Convertible Security (prior Securities, then an adjustment to such change) been made upon the basis number of such change, but no further adjustment shares of Common Stock for which this Warrant is exerciseable shall be made for the actual issuance of Common Stock under this Section 7.3 upon the exercise or conversion of any such Option adjustment to such Options or Convertible SecuritySecurities as if such Options or Convertible Securities were deemed to have been cancelled and reissued.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time on or after the Original Issue Bridge Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options (other than Excluded Options) or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, or, in case such a record date shall have been fixedfixed for such issuance, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSection 7.3(c) below) of such Additional Shares of Common Stock would be less than the Exercise Reference Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: issued (i) No no further adjustment in the Exercise Price number of shares of Common Stock for which this Warrant is exerciseable shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; , and (ii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price number of shares of Common Stock for which this Warrant is then exerciseable shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes purpose of such readjustment; provided, however, that with respect to any Options or Convertible Securities issued by the Company for which there is a subsequent adjustment of the Exercise Price; and (v) In the event of any change in which increases the number of shares of Common Stock issuable upon the exercise, conversion or exchange exercise of any Option such Options or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the Securities or an adjustment which was made upon decreases the issuance exercise price or conversion price of such Option Options or Convertible Security (prior Securities, then an adjustment to such change) been made upon the basis number of such change, but no further adjustment shares of Common Stock for which this Warrant is exerciseable shall be made for the actual issuance of Common Stock under this Section 7.3 upon the exercise or conversion of any such Option adjustment to such Options or Convertible SecuritySecurities as if such Options or Convertible Securities were deemed to have been cancelled and reissued.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Original Issue Date date hereof shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options (other than Excluded Options) or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, or, in case such a record date shall have been fixedfixed for such issuance, as of the close of business on such record date, provided PROVIDED that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSection 7.3(c) below) of such Additional Shares of Common Stock would be less than the Exercise Reference Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be; PROVIDED FURTHER, that the warrants to purchase an aggregate of up to 200,000 shares of Common Stock evidenced by the Common Stock Purchase Warrant dated as of the date hereof issued by the Company to Ableco Holding LLC shall, for purposes of this Section 7.3(b), be deemed to be issued on the date or dates on which such warrants first become exercisable pursuant to the terms of such Common Stock Purchase Warrant; and provided further PROVIDED FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued: issued (i) No no further adjustment in the Exercise Price number of shares of Common Stock for which this Warrant is exercisable shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; , (ii) If if the consideration per share (determined pursuant to Section 7.3(c) below) payable upon exercise of such Options or conversion or exchange of such Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the CompanySecurities, or decrease in the number of Additional Shares of Common Stock issuable upon such exercise, conversion or exchange, increases or decreases (other than as a result of a Stock Event pursuant to which an adjustment to this Warrant is made pursuant to Section 7.1 hereof), the number of shares of Common Stock issuable, for which this Warrant is then exercisable shall be readjusted as if the adjustments made upon the exercise, conversion issuance of such Options or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto)Convertible Securities, and any subsequent adjustments based thereon, shallhad been made upon the basis of the increased or decreased consideration per share or number of shares, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; and (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised OptionOptions or the expiration of any rights of conversion or exchange under any Convertible Securities, the Exercise Price number of shares of Common Stock for which this Warrant is then exercisable shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option or Convertible Securities shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance purpose of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Securityreadjustment.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If In the Company event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than (w) Performance Warrants (as defined in the Securities Purchase Agreement), (x) shares of Preferred Stock issued to Paribas Principal Incorporated or its designee in connection with the Second Closing, (y) shares of Series B Preferred Stock or (z) shares of Convertible Preferred Stock issued pursuant to Section 8.13 of the Securities Purchase Agreement) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, issuable upon the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, provided however, that in the case of the Registration Warrants (as defined in the Securities Purchase Agreement) the Additional Shares of Common Stock shall issuable upon the exercise of such Warrants will not be deemed issued until such time as such Warrants are no longer subject to have been issued unless the consideration per share (determined cancellation pursuant to paragraph (e) below) Section 8.14 of such Additional Shares of Common Stock would be less than the Exercise Price in effect on the date of and immediately prior to such issueSecurities Purchase Agreement; provided, or such record datefurther, as the case may behowever, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (i1) No other than adjustments made in connection with a conversion of shares of Series B Preferred Stock into Common Stock, no further adjustment in the Exercise Conversion Price or Base Purchase Price shall be made upon the any subsequent issue of Convertible Securities or shares of Common Stock issuable upon the exercise of such Options or conversion or exchange of such Convertible Securities; (ii2) If if such Options or Convertible Securities by their terms provide, with the passage of of' time or otherwise, for any increase in the consideration payable to the CompanyCorporation, or a decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Conversion Price and Base Purchase Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii3) No readjustment pursuant to clause (ii) above upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the effect of increasing the Exercise Conversion Price to an amount which exceeds the lower of (A) the Exercise and Base Purchase Price immediately prior to the adjustment affected computed upon the original issue of Options or Convertible Securities thereof (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments), and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable adjustments based thereon, shall, upon the exercisesuch expiration, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price recomputed as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security.if:

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time on or after the Original Issue Date Closing Day shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options (other than Excluded Compensation Issuances) or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, or, in case such a record date shall have been fixedfixed for such issuance, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSection 7.3(c) below) of such Additional Shares of Common Stock would be less than the Exercise Reference Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: issued (i) No no further adjustment in the Exercise Price number of shares of Common Stock for which this Warrant is exerciseable shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; , and (ii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price number of shares of Common Stock for which this Warrant is then exerciseable shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes purpose of such A/75465809.2 readjustment; provided, however, that with respect to any Options or Convertible Securities issued by the Company for which there is a subsequent adjustment of the Exercise Price; and (v) In the event of any change in which increases the number of shares of Common Stock issuable upon the exercise, conversion or exchange exercise of any Option such Options or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the Securities or an adjustment which was made upon decreases the issuance exercise price or conversion price of such Option Options or Convertible Security (prior Securities, then an adjustment to such change) been made upon the basis number of such change, but no further adjustment shares of Common Stock for which this Warrant is exerciseable shall be made for the actual issuance of Common Stock under this Section 7.3 upon the exercise or conversion of any such Option adjustment to such Options or Convertible SecuritySecurities as if such Options or Convertible Securities were deemed to have been cancelled and reissued.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time on or after the Original Issue Date date hereof shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options (other than Excluded Compensation Issuances) or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, or, in case such a record date shall have been fixedfixed for such issuance, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSection 7.3(c) below) of such Additional Shares of Common Stock would be less than the Exercise Reference Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: issued (i) No no further adjustment in the Exercise Price number of shares of Common Stock for which this Warrant is exerciseable shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; , and (ii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected upon the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price number of shares of Common Stock for which this Warrant is then exerciseable shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes purpose of such readjustment; provided, however, that with respect to any Options or Convertible Securities issued by the Company for which there is a subsequent adjustment of the Exercise Price; and (v) In the event of any change in which increases the number of shares of Common Stock issuable upon the exercise, conversion or exchange exercise of any Option such Options or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the Securities or an adjustment which was made upon decreases the issuance exercise price or conversion price of such Option Options or Convertible Security (prior Securities, then an adjustment to such change) been made upon the basis number of such change, but no further adjustment shares of Common Stock for which this Warrant is exerciseable shall be made for the actual issuance of Common Stock under this Section 7.3 upon the exercise or conversion of any such Option adjustment to such Options or Convertible SecuritySecurities as if such Options or Convertible Securities were deemed to have been cancelled and reissued.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company Corporation at any time or from time to time after the First Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, issuable upon the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (e) below) of such Additional Shares of Common Stock would be less than the Exercise Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further in any such case in which Additional Shares of Common Stock are deemed to be issued: (iA) No no further adjustment in the Exercise Series A Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities and, upon the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities;, the Series A Conversion Price then in effect hereunder shall forthwith be increased to the Series A Conversion Price that would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding; and (iiB) If if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the CompanyCorporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Series A Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No , provided that no readjustment pursuant to this clause (iiB) above shall have the effect of increasing the Exercise Series A Conversion Price to an amount which that exceeds the lower of (Ai) the Exercise Series A Conversion Price immediately prior to the adjustment affected upon on the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereofadjustment date, or (Bii) the Exercise Series A Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock other than such Stock Options or Convertible Securities between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments), and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security.

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If In the event Company at any time or from time to time after the Original Issue Closing Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall (except as provided in the definition of “Additional Shares of Common Stock”) be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, ; provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (e) below§ 3.1(d)) of such Additional Shares of Common Stock would be less than the Exercise Warrant Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be; and provided, and provided further further, that in any such case in which Additional Shares of Common Stock are deemed to be issued: (i) No no further adjustment in the Exercise Warrant Price or the Warrant Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (ii) If if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Warrant Price and the Warrant Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iii) No readjustment pursuant to clause (ii) above upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the effect of increasing Warrant Price and the Exercise Warrant Price to an amount which exceeds the lower of (A) the Exercise Price immediately prior to the adjustment affected computed upon the original issue of Options or Convertible Securities thereof (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereof, or (B) the Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (iv) Upon the expiration or termination of any unexercised Option, the Exercise Price shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments), and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable adjustments based thereon shall, upon the exercisesuch expiration, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price recomputed as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security.if:

Issue of Options and Convertible Securities Deemed Issue of Additional Shares of Common Stock. If the Company Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities or and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph (eSubsection 4.2.5.(d)(v) belowhereof) of such Additional Shares of Common Stock would be less than the Exercise Conversion Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (iA) No no further adjustment in the Exercise Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (iiB) If if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the CompanyCorporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (iiiC) No readjustment no recomputation pursuant to clause (iiB) above shall have the effect of increasing the Exercise Conversion Price to an amount which exceeds the lower of (Ai) the Exercise applicable Conversion Price immediately prior to the adjustment affected upon on the original issue of Options or Convertible Securities (or upon the occurrence of a record date with respect thereto) pursuant to the provisions hereofadjustment date, or (Bii) the Exercise Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment recomputation date;; and (ivD) Upon upon the expiration or termination of any unexercised Option, the Exercise Conversion Price shall be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option never been issued (but including the recalculation of any intervening adjustments)readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price; and (v) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance purpose of such Option or Convertible Security (prior to such change) been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Securityreadjustment.