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

Issue of 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 Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Price shall be adjusted immediately to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (i) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire Common Stockreceive Exempted 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business on the date of and immediately prior to such issue, or such record date. (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price, as the case may be, and providedpursuant to the terms of Section 7.4 below, further, that in any are revised (either automatically pursuant to the provisions contained therein or as a result of an amendment to such case: terms) to provide for either (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights any increase or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Price shall be adjusted immediately to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Optionsuch Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Company upon such exercise, Right conversion or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (ii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (1) the Conversion Price on the original adjustment date, or (2) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 7.4 below (either because the consideration per share (determined pursuant to Section 7.5 hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, includingas so amended, but not limited to, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 7.3(i) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security which resulted (either upon its original issuance or upon a change resulting from revision of its terms) in an adjustment to the anti-dilution provisions thereofConversion Price pursuant to the terms of Section 7.4 below, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had such Option or Convertible Security never been issued. (v) No adjustment in the Purchase Conversion Price adjustment that was originally shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 Subsection 6(d)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Conversion Price shall be adjusted immediately to reflect the Purchase Conversion Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Conversion Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 subsection 3(b)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) 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, 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Exercise Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Right or Convertible Security (to Option shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issued; andpurposes of any subsequent adjustment of the Exercise Price; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Original Issue Conversion Date shall issue any Options or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 hereof(a)(v) below) of such Additional Shares of Common Stock would be less than the Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) 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, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Price shall be adjusted immediately to reflect 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of 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 other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 2.3(e) hereof) of such Additional Shares of Common Stock would be less than the applicable Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Ai) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (Bii) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Price shall not be adjusted immediately to reflect readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option or Right shall not be deemed issued for the purposes of any subsequent adjustment of the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issuedPrice; and (Ciii) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (A) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, settlement, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock that are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise or settlement of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities;. (B) Upon If the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately issuance of which resulted in an adjustment to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (pursuant to the extent outstanding immediately prior terms of subsection 2(a)(iv) below, are revised (either automatically pursuant to the provisions contained therein or as a result of an amendment to such expiration terms) to provide for either (1) any increase or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, settlement, conversion or exchange of any Option, Right such Option or Convertible SecuritySecurity or (2) any increase or decrease in the consideration payable to the Company upon such exercise, includingsettlement, but not limited toconversion or exchange, a change resulting from the anti-dilution provisions thereofthen, effective upon such increase or decrease becoming effective, the Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Purchase Price as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (C) If the terms of any Option or Convertible Security issued after the Original Issue Date (excluding Options or Convertible Securities which, upon exercise, settlement, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock that are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was originally equal to or greater than the greater of (I) the Purchase Price or (II) the Fair Market Value then in effect, are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, settlement, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, settlement, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (D) Upon the expiration or termination of any unexercised or expired Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below then, to the extent such Option or Convertible Security has not been exercised,, the Purchase Price shall be readjusted to such Purchase Price as would have obtained had such Option or Convertible Security never been issued. (E) No adjustment in the Purchase Price shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise or settlement of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company Borrower at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 2.5(e) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Ai) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (Bii) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Conversion Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of the Conversion Price; and (Ciii) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-anti dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (A) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities;. (B) Upon If the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately issuance of which resulted in an adjustment to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (pursuant to the extent outstanding immediately prior terms of subsection 2(a)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such expiration or terminationterms) never been issued; and to provide for either (C1) In the event of any change increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible SecuritySecurity or (2) any decrease in the consideration payable to the Company upon such exercise, includingconversion or exchange, but not limited tothen, a change resulting from the anti-dilution provisions thereofeffective upon such increase or decrease becoming effective, the Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Purchase Price as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (C) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was originally equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (D) No adjustment in the Purchase Price shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 issues (other than pursuant to the Transaction Documents) any Options or Convertible Securities or Rights to Acquire Common Stock, 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, Rights to Acquire Common Stock or, in the case of Convertible Securities, 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; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible SecuritySecurity issued or granted after the Issue Date, the Purchase Conversion Price shall be adjusted immediately to reflect the Purchase applicable Conversion Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Conversion Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive any such Options or Convertible Securities (in each case other than in connection with the adoption of a shareholder rights plan by the Company), 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 hereof(a)(v) below) of such Additional Shares of Common Stock would be less than the Purchase Market 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 that, in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) 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, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration expiration, maturity or termination of any unexercised Option, Right Option or Convertible Security, as applicable, the Purchase Price shall be adjusted immediately to reflect readjusted, and the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Right Option or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issued; andpurposes of any subsequent adjustment of the Purchase Price; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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 numberdesigned to protect against dilution) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 5(h)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase Series A Conversion Price in effect on the date of of, and immediately prior to such issueto, the deemed issuance, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase 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, Rights Options or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right If such Options or Convertible SecuritySecurities by their terms provide, with the Purchase Price shall be adjusted immediately to reflect passage of time or otherwise, for any increase in the Purchase Price which would have been in effect had such Option, Right or Convertible Security (consideration payable to the extent outstanding immediately prior to such expiration corporation, or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Series A Conversion Price then in effect shall forthwith computed upon the original issue of such Options or Convertible Securities (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 readjusted recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration of any such Options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such Purchase Price as would have been obtained had convertible or exchangeable securities, the Purchase Price adjustment that was originally made upon Series A Conversion Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such Optionoptions or rights, Right upon the conversion or Convertible Security which were not exercised exchange of such securities or converted prior upon the exercise of the options or rights related to such change been securities; (D) No readjustment pursuant to clause (B) or (C) above shall have the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of (a) the Series A Conversion Price on the original adjustment date and (b) the Series A Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; (E) In the case of any Options which expire by their terms not more than ninety (90) days after the date of issue thereof, no adjustment of the Series A Conversion Price shall be made upon until the basis expiration or exercise of all such changeOptions issued on the same date, but no further whereupon such adjustment shall be made for in the manner provided in clause (C) above; and (F) If such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefore, the adjustments previously made in the Series A Conversion Price which became effective on such record date shall be cancelled as of the close of business on such record date, and thereafter the Series A Conversion Price shall be adjusted pursuant to this subsection 5(h)(iii) as of the actual issuance date of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Securitytheir issuance.

Issue of 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 (excluding Options covered by subsection 2(a)(i)(D)(III) above) or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 subsection 2(a)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then upon the exercise, conversion or exchange thereof, the 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; (C) Upon the expiration or termination of any such unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Company, after the Original Issue Date, amends the terms of any such Option, Right Options or Convertible SecuritySecurities (whether such Options or Convertible Securities were outstanding on the Original Issue Date or were issued after the Original Issue Date), then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Original Issue Date and the provisions of this subsection 2(a)(iii) shall apply.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Original Issue Initial Exercise Date shall issue any Options or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which Additional Shares of Common Stock shall not be are deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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 caseissued: (A) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon (i) the exercise or conversion of any Options or Convertible Securities outstanding as of the date hereof; (ii) the exercise of any Options by employees, directors, or consultants pursuant to equity incentive plans maintained by the Company and registered with the Securities and Exchange Commission on Form S-8; or (iii) the exercise of the Warrants; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, upon the exercise, conversion or exchange thereof, the Exercise Price of the Warrant Shares 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; (C) 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 Exercise Price of the Warrant Shares 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 such expiration, be recomputed as if: (i) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise of such Options, Rights Options or the conversion or exchange of such Convertible Securities; (B) Upon Securities and the expiration consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or termination not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of any unexercised Optionall such Convertible Securities which were actually converted or exchanged, Right plus the additional consideration, if any, actually received by the Company upon such conversion or Convertible Security, the Purchase Price shall be adjusted immediately to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issuedexchange; and (Cii) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised; (D) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B), but no further (C) or (D) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price on the original adjustment shall be made for date, or (ii) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. In the event the Company, after the Initial Exercise Date, amends any Options or Convertible Securities (whether such Options or Convertible Securities were outstanding on the Initial Exercise Date or were issued after the Initial Exercise Date) to increase the number of shares issuable thereunder or decrease the consideration to be paid upon the exercise or conversion of any thereof, then such Option, Right Options or Convertible SecuritySecurities, as so amended, shall be deemed to have been issued after the Initial Exercise Date and the provisions of this Section 9(b)(iii) shall apply.

Issue of 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 (whether by sale or grant) any Options or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 2(b)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase Adjustment 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then upon the exercise, conversion or exchange thereof, the 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; (C) Upon the expiration or termination of any such unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of 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 Rights to Acquire Common StockSecurities, 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, Rights Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue; providedissuance, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 7.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Exercise Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, issuance and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Aa) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (Bb) Upon the expiration or termination of any unexercised Option, Right If such Options or Convertible SecuritySecurities 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 Purchase Exercise Price shall computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be adjusted immediately recomputed to reflect such increase or decrease insofar as it affects such Options or the Purchase rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which would have been in effect had such Option, Right or Convertible Security (to exceeds the extent outstanding immediately prior to such expiration or termination) never been issuedExercise Price on the original adjustment date; and (Cd) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were have not been exercised or converted prior to such change in the number of shares of Common Stock 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, Right option or Convertible Security.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue; providedissuance or, howeverin 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 Section 5 7.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Exercise Price in effect on the date of and immediately prior to such issueissuance, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Aa) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible 7 Securities; (Bb) Upon the expiration or termination of any unexercised Option, Right If such Options or Convertible SecuritySecurities 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 Purchase Exercise Price shall computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be adjusted immediately recomputed to reflect such increase or decrease insofar as it affects such Options or the Purchase rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which would have been in effect had such Option, Right or Convertible Security (to exceeds the extent outstanding immediately prior to such expiration or termination) never been issuedExercise Price on the original adjustment date; and (Cd) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right Option or Convertible Security.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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 issue of such issue; providedOptions or Convertible Securities or, howeverin 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 Section 5 Subsection 4(e)(v) hereof) payable in respect of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right Option or Convertible Security, the Purchase Conversion Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Right Option or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issued; andpurposes of any subsequent adjustment of the Conversion Price; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B) or (D) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price on the day prior to the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Conversion Price resulting from all other issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date other than the Additional Shares of Common Stock as to which such readjustment relates. In the event the Corporation, after the Original Issue Date, amends the terms of any such Option, Right Options or Convertible SecuritySecurities (whether such Options or Convertible Securities were outstanding on the Original Issue Date or were issued after the Original Issue Date), then such Options or Convertible Securities prior to such amendment shall be deemed expired and such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Original Issue Date and the provisions of this Subsection 4(e)(iii) shall apply.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Series C Warrant Original Issue Date shall issue any Options (excluding Options covered by Subsection 9.2(a)(v) and Warrants covered by Subsection 9.2(a)(vi) above) or Convertible Securities (excluding Convertible Securities covered by Subsection 9.2(a)(vi) above) or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 Subsection 9.2(e) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Ai) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (Bii) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then 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) Upon the expiration expiration, redemption or termination of any such unexercised Option, Right Option or unconverted Convertible Security, the Purchase Exercise Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Right Option or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issued; andpurposes of any subsequent adjustment of the Exercise Price; (Civ) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (v) No readjustment pursuant to clause (ii), but no further (iii) or (iv) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (1) the Exercise Price on the original adjustment shall be made for date, or (2) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Company, after the Series C Warrant Original Issue Date, amends the terms of any such Option, Right Options or Convertible SecuritySecurities (whether such Options or Convertible Securities were outstanding on the Series C Warrant Original Issue Date or were issued after the Series C Warrant Original Issue Date ), then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Series C Warrant Original Issue Date and the provisions of this Subsection 9.2(c) shall apply.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue; providedissuance or, howeverin 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 Section 5 7.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Exercise Price in effect on the date of and immediately prior to such issueissuance, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Aa) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (Bb) Upon the expiration or termination of any unexercised Option, Right If such Options or Convertible SecuritySecurities 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 Purchase Exercise Price shall computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be adjusted immediately recomputed to reflect such increase or decrease insofar as it affects such Options or the Purchase rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which would have been in effect had such Option, Right or Convertible Security (to exceeds the extent outstanding immediately prior to such expiration or termination) never been issuedExercise Price on the original adjustment date; and (Cd) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall effectshall forthwith be readjusted to such Purchase Exercise Price as would have been 8 obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right Option or Convertible Security.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (1) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(4) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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:. (A2) No further adjustment in If the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately issuance of which resulted in an adjustment to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (pursuant to the extent outstanding immediately prior terms of subsection 2(a)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such expiration or terminationterms) never been issued; and to provide for either (C1) In the event of any change increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible SecuritySecurity or (2) any decrease in the consideration payable to the Company upon such exercise, includingconversion or exchange, but not limited tothen, a change resulting from the anti-dilution provisions thereofeffective upon such increase or decrease becoming effective, the Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Purchase Price as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (3) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(4) above), the issuance of which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was originally equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(1) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below, the Purchase Price shall not be readjusted. (5) No adjustment in the Purchase Price shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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 numbernumber ) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 Subsection 1b(5) hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) 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, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for purposes of any subsequent adjustment of the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.,

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company Maker at any time or from time to time after the Original Issue Date date hereof shall issue any Options or Convertible Securities or other Rights to Acquire Common Stock, 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 reduction of such number) issuable upon the exercise of such Options, Rights or, in the case of Convertible Securities, 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; , provided, howeverthat, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A1) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B2) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Conversion Price shall be adjusted immediately to reflect readjusted, and the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right shall not be deemed issued for the purposes of such readjustment or Convertible Security (to any subsequent adjustment of the extent outstanding immediately prior to such expiration or termination) never been issuedConversion Price; and (C3) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible SecuritySecurity (except Key Employee Shares), including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 2.3(e) hereof) of such Additional Shares of Common Stock would be less than the applicable Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Ai) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (Bii) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Price shall not be adjusted immediately to reflect readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option or Right shall not be deemed issued for the purposes of any subsequent adjustment of the Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issuedPrice; and (Ciii) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.. Exhibit D- Pg. 6

Issue of 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 issues any Options or Convertible Securities or Rights to Acquire Common Stock, 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, Rights to Acquire Common Stock or, in the case of Convertible Securities, 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; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Conversion Price shall be adjusted immediately to reflect the Purchase applicable Conversion Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Conversion Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 hereafter shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities covered by Subsection 5(d)(i)(C)(IV) and (V) above) or shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 Subsection 5(d)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase Series A-1 Conversion Price or Series A-2 Conversion Price, as applicable, in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in either of the Purchase Price Conversion Prices shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, then upon the exercise, conversion or exchange thereof, the Conversion Prices 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; (C) Upon the expiration or termination of any unexercised Option, Right Option or any right to convert or exchange any Convertible SecuritySecurities as to which an adjustment in either of the Conversion Price pursuant to Section 5(d)(iv) has previously been made upon the grant or issuance thereof, the Purchase Price Conversion Price(s) then in effect hereunder shall forthwith be adjusted immediately increased to reflect the Purchase Price Conversion Price(s) which would have been in effect at the time of such termination had such Option, Right Option or Convertible Security (Securities, to the extent outstanding immediately prior to such expiration or termination) , never been issued; and; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price Conversion Price(s) then in effect shall forthwith be readjusted to such Purchase Price Conversion Price(s) as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B), but no further (C) or (D) above shall have the effect of increasing either of the Conversion Prices to an amount which exceeds the lower of (i) the Conversion Price(s) immediately preceding adjustment shall be made for on the actual issuance original adjustment date, or (ii) the Conversion Price(s) that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Corporation amends the terms of any such Option, Right Options or Convertible SecuritySecurities so as to change the number of securities for which they are exercisable, convertible or exchangeable or the consideration payable thereunder, then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the date hereof and the provisions of this Subsection 5(d)(iii) shall apply.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If In the event (i) the Company at any time or from time to time after the Original Issue Date shall issue issue, sell or grant 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 and (ii) the consideration per share for the Additional Shares of Common Stock issuable upon the exercise of such Options, or Rights in the case of Convertible Securities, the conversion or exchange of such Convertible Securities shall be less than the Current Market Price in effect immediately prior to Acquire Common Stocksuch issue, then sale or grant, or such record date, as the case may be, then, and in each such case, (A) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be issuances of Additional Shares of Common Stock issued as of the time of such issue; provided, howeversale or grant or, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share close of business on such record date, and (determined pursuant to B) the Exercise Price shall be adjusted in accordance with Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase Price in effect 4.6 on the date of and immediately prior to such issue, sale or such grant, or the record date, as the case may be, and provided, further, that in . In any such casecase in which Additional Shares of Common Stock are deemed to be issued or sold pursuant to this Section 4.7: (A1) No no further adjustment in the Purchase applicable Exercise Price shall be made upon the subsequent issue of shares of Convertible Securities or Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B2) Upon the expiration or termination of any unexercised Option, Right if such Options or Convertible SecuritySecurities by their terms provide, with the Purchase Price shall be adjusted immediately to reflect passage of time or otherwise, for any decrease in the Purchase Price which would have been in effect had such Option, Right or Convertible Security (consideration payable to the extent outstanding immediately prior to such expiration Company, or termination) never been issued; and (C) In the event of any change increase in the number of shares Additional Shares of Common Stock issuable issuable, upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase adjustments to the Exercise Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made computed upon the issuance of such Optionoriginal issue, Right sale, grant or Convertible Security which were not exercised assumption thereof (or converted prior to such change been made upon the basis occurrence of such changea record date with respect thereto), but no further adjustment shall be made for the actual issuance of Common Stock and any subsequent adjustments based thereon, shall, upon the exercise or conversion of any such Optiondecrease or increase becoming effective, Right or Convertible Security.be recomputed (and the then applicable Exercise Price shall automatically be adjusted as so recomputed)

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (A) If the Company Corporation at any time or from time to time after the Series C Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire Common Stockreceive Exempted 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities;. (B) Upon If the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately to reflect the Purchase Price issuance of which would have been resulted in effect had such Option, Right or Convertible Security (an adjustment to the extent outstanding immediately prior Series C Conversion Price pursuant to the terms of Subsection 3.9.4(d)(iv) below, are revised (either automatically pursuant to the provisions contained therein or as a result of an amendment to such expiration terms) to provide for either (1) any increase or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Optionsuch Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, Right conversion or exchange, then, effective upon such increase or decrease becoming effective, the Series C Conversion Price, computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Series C Conversion Price, as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Series C Conversion Price, to an amount which exceeds the lower of (i) the Series C Conversion Price, on the original adjustment date, or (ii) the Series C Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (C) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities), the issuance of which did not result in an adjustment to the Series C Conversion Price pursuant to the terms of Subsection 3.9.4(d)(iv) below (either because the consideration per share (determined pursuant to Subsection 3.9.4(d)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Series C Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series C Original Issue Date), are revised after the Series C Original Issue Date (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, includingas so amended, but not limited to, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 3.9.4(d)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (D) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security which resulted (either upon its original issuance or upon a change resulting from revision of its terms) in an adjustment to the anti-dilution provisions thereofSeries C Conversion Price pursuant to the terms of Subsection 3.9.4(d)(iv) below, the Purchase Series C Conversion Price then in effect shall forthwith be readjusted to such Purchase Series C Conversion Price as would have been obtained had such Option or Convertible Security never been issued. (E) No adjustment in the Purchase Series C Conversion Price adjustment that was originally shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 6(b)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, provided further that in any such case:case in which Additional Shares of Common Stock are deemed to be issued: 6 (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) 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, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue; providedissuance or, howeverin 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 Section 5 7.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Exercise Price in effect on the date of and immediately prior to such issueissuance, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (Aa) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (Bb) Upon the expiration or termination of any unexercised Option, Right If such Options or Convertible SecuritySecurities 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 Purchase Exercise Price shall computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be adjusted immediately recomputed to reflect such increase or decrease insofar as it affects such Options or the Purchase rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which would have been in effect had such Option, Right or Convertible Security (to exceeds the extent outstanding immediately prior to such expiration or termination) never been issuedExercise Price on the original adjustment date; and (Cd) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right Option or Convertible Security.

Issue of 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 (whether by sale or grant) any Options or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 2(b)(iv) hereof) of such Additional Shares the shares of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, would be less than the Purchase 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then upon the exercise, conversion or exchange thereof, the Purchase Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any such unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such Option, Right or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (i) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(iv) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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:. (Aii) No further adjustment in If the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately issuance of which resulted in an adjustment to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (pursuant to the extent outstanding immediately prior terms of subsection 2(d) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such expiration or terminationterms) never been issued; and to provide for either (C1) In the event of any change increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible SecuritySecurity or (2) any decrease in the consideration payable to the Company upon such exercise, includingconversion or exchange, but not limited tothen, a change resulting from the anti-dilution provisions thereofeffective upon such increase or decrease becoming effective, the Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Purchase Price as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (ii) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (A) the Purchase Price on the original adjustment date, or (B) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(iv) above), the issuance of which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(d) below (either because the consideration per share (determined pursuant to subsection 2(e)hereof) of the Additional Shares of Common Stock subject thereto was originally equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(c)(ii) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase Price pursuant to the terms of subsection 2(d) below, the Purchase Price shall not be readjusted. (v) No adjustment in the Purchase Price shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 hereafter shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities covered by Section 4(d)(i)(C)(IV) and (V) above) or shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 4(d)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase applicable Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, then upon the exercise, conversion or exchange thereof, the applicable 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; (C) Upon the expiration or termination of any unexercised Option, Right Option or any right to convert or exchange any Convertible Securities as to which an adjustment in any Conversion Price pursuant to this Section 4(d)(iii) has previously been made upon the grant or issuance thereof or if such Option or Convertible SecuritySecurity for which the record date was fixed and as to which an adjustment in any Conversion Price pursuant to this Section 4(d)(iii) has been made was not subsequently issued on the date designated for such issuance for the record purposes, then the Purchase applicable Conversion Price then in effect hereunder shall forthwith be adjusted immediately increased to reflect the Purchase Conversion Price which would have been in effect had such Option, Right Option or Convertible Security (Securities, to the extent outstanding immediately prior to such expiration or termination) , never been issued; andissued or the record date fixed; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase applicable Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B), but no further (C) or (D) above shall have the effect of increasing the applicable Conversion Price to an amount which exceeds the lower of (i) the applicable Conversion Price immediately prior to the original adjustment shall be made for date, or (ii) the actual issuance applicable Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Corporation amends the terms of any such Option, Right Options or Convertible SecuritySecurities so as to change the number of securities for which they are exercisable, convertible or exchangeable or the consideration payable thereunder and such amendment to the terms or change of the number of securities was not approved by a Majority Directors Vote, then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the date hereof and the provisions of this Section 4(d)(iii) shall apply.

Issue of 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 Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without Continuation Sheet 2G regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 Subsection 4(d) (v) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, upon the exercise, conversion or exchange thereof, the 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 becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Conversion Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Right or Convertible Security (to Option shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issued; andpurposes of any subsequent adjustment of the Conversion Price; (CD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change; and (E) No readjustment pursuant to clause (B) or (D) above shall have the effect of increasing the Conversion Price to an amount which exceeds the Continuation Sheet 2H lower of (i) the Conversion Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Corporation, after the Original Issue Date, amends the terms of any such Option, Right Options or Convertible SecuritySecurities (whether such Options or Convertible Securities were outstanding on the Original Issue Date or were issued after the Original Issue Date), then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Original Issue Date and the provisions of this Subsection 4(d) (iii) shall apply.

Issue of 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 other Rights to Acquire Common Stock, then the ------------------------------------------------------ CUSIP No. 000000000 ------------------------------------------------------ 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 3.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Option or Right or Convertible Securityprior to exercise of this Warrant, the Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted immediately to reflect readjusted, and the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of the number of shares of Common Stock issuable upon exercise of the Warrant; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect number of shares of Common Stock issuable upon exercise of the Warrant shall forthwith be readjusted (but not downwards) to such Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If In the event the Company at any time or from time to time after the Original Issue Closing Date shall issue any Options or Convertible Securities or Rights to Acquire Common StockStock Equivalents (other than Excluded Securities), then the maximum number of shares of Common Stock (as set forth in the instrument relating 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 Optionsexercise, Rights or, in the case of Convertible Securities, the conversion or exchange of such Convertible SecuritiesStock Equivalents, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue; provided, however, issue provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof6(j)(v) below) of such Additional Shares of Common Stock would be less than seventy-five percent (75%) of the Purchase applicable 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 . In any such casecase in which Additional Shares of Common Stock are deemed to be outstanding: (Ai) No Except as provided in clause (ii) below, no further adjustment in the Purchase applicable Conversion Price pursuant to Section 6(j) below shall be made upon the subsequent issue of Stock Equivalents or shares of Common Stock upon the exercise of such Optionsexercise, Rights or conversion or exchange of such Convertible SecuritiesStock Equivalents; (Bii) Upon If such Stock Equivalents by their terms provide, with the expiration passage of time or termination of otherwise, for any unexercised Option, Right or Convertible Security, increase in the Purchase Price shall be adjusted immediately to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (consideration payable to the extent outstanding immediately prior to such expiration Company, or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase applicable Conversion Price then computed pursuant to Section 6(j) below upon the original issue thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed pursuant to Section 6(j) below to reflect such increase or decrease insofar as it affects such Stock Equivalents or the rights of conversion or exchange under such Stock Equivalents; (iii) Upon the expiration of any such Stock Equivalents or any rights of conversion or exchange under such Stock Equivalents which shall not have been exercised, the applicable Conversion Price computed pursuant to Section 6(j) below upon the original issue thereof and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed pursuant to Section 6(j) below as if, in the case of Stock Equivalents, only the Additional Shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise, conversion or exchange of such Stock Equivalents and the consideration received therefor was the consideration actually received by the Company for the issue of all such Stock Equivalents, whether or not exercised, converted or exchanged, plus the consideration actually received by the Company upon such exercise, conversion or exchange. (iv) No readjustment pursuant to clause (ii) or (iii) above shall have the effect shall forthwith be readjusted of increasing the applicable Conversion Price to such Purchase an amount which exceeds the lower of (a) the applicable Conversion Price as on the original adjustment date, or (b) the applicable Conversion Price that would have been obtained had the Purchase Price adjustment that was originally made upon the resulted from any issuance of Additional Shares of Common Stock (except such OptionAdditional Shares of Common Stock as to which clause (ii) or (iii) above applies) between the original adjustment date and such readjustment date; and (v) In the case of any Stock Equivalents which expire by their terms not more than sixty (60) days after the date of issue thereof, Right no adjustment of the applicable Conversion Price shall be made until the expiration or Convertible Security which were not exercised or converted prior to exercise of all such change been made upon the basis of Stock Equivalents, whereupon such change, but no further adjustment shall be made for in the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Securitysame manner provided in clause (iii) above.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company Borrower at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 2.5(e) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such case:case in which Additional Shares of Common Stock are deemed to be issued: Exhibit B - Pg. 5 (Ai) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (Bii) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Conversion Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of the Conversion Price; and (Ciii) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-anti dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 Subsection 8(a) (v) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Exercise Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right Option or Convertible SecurityRight, the Purchase Exercise Price shall not be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of the Exercise Price; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Exercise Price then in effect shall forthwith be readjusted to such Purchase Exercise Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 3.4 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Option or Right or Convertible Securityprior to exercise of this Warrant, the Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted immediately to reflect readjusted, and the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of the number of shares of Common Stock issuable upon exercise of the Warrant; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect number of shares of Common Stock issuable upon exercise of the Warrant shall forthwith be readjusted (but not downwards) to such Purchase Price number of shares of Common Stock issuable upon exercise of the Warrant as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 issues any Options or Convertible Securities or Rights to Acquire Common Stock, 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, Rights to Acquire Common Stock or, in the case of Convertible Securities, 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; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 hereof) of such Additional Shares of Common Stock would be less than the Purchase 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: (A) No further adjustment in the Purchase Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised Option, Right or Convertible Security, the Purchase Conversion Price shall be adjusted immediately to reflect the Purchase applicable Conversion Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-anti- dilution provisions thereof, the Purchase Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Conversion Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.

Issue of 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 with respect to a series of Series Preferred Stock, shall issue any Options or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 as to a series of Series Preferred Stock unless the consideration per share (determined pursuant to Section 5 Subsection 4(d)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Conversion Price for such series in effect on the date of and immediately prior to such issueissuance, or such record date, as the case may be, and provided, further, provided further that in any such case22 92 case in which such Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase Conversion Price for such series of Series Preferred Stock shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price for such series of Series Preferred Stock 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; (C) No readjustment pursuant to clause (B) above shall have the effect of increasing the Conversion Price for such series of Series Preferred Stock to an amount which exceeds the lower of (i) the Conversion Price for such series of Series Preferred Stock on the original adjustment date, or (ii) the Conversion Price for such series of Series Preferred Stock that would have resulted from any issuance of Additional Shares of Common Stock with respect to such series between the original adjustment date and such readjustment date; (D) Upon the expiration or termination of any unexercised Option, Right or Convertible Securitythe Conversion Price for such series of Series Preferred Stock shall not be readjusted, but the Purchase Price Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be adjusted immediately to reflect deemed issued for the Purchase Price which would have been in effect had purposes of any subsequent adjustment of such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issuedConversion Price; and (CE) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Purchase Conversion Price then in effect with respect to such series of Series Preferred Stock shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right option or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.Stock

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (A) If the Company Corporation at any time or from time to time on or after the Original Issue Date Effective Time shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock which are specifically excepted from the definition of Additional Shares of Common Stock by Subsection 4(d)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities;. (B) Upon If the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately to reflect the Purchase Price issuance of which would have been resulted in effect had such Option, Right or Convertible Security (an adjustment to the extent outstanding immediately prior applicable Conversion Price pursuant to the terms of Subsection 4(d)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such expiration terms) to provide for either (1) any increase or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Optionsuch Option or Convertible Security or (2) any decrease or increase in the consideration payable to the Corporation upon such exercise, Right conversion or exchange, then, effective upon such increase or decrease becoming effective, the applicable Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such applicable Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the applicable Conversion Price to an amount which exceeds the lower of (i) the applicable Conversion Price on the original adjustment date, or (ii) the applicable Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (C) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by Subsection 4(d)(i)(D) above), the issuance of which did not result in an adjustment to the applicable Conversion Price pursuant to the terms of Subsection 4(d)(iv) below (either because the consideration per share (determined pursuant to Subsection 4(d)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the applicable Conversion Price then in effect, or because such Option or Convertible Security was issued before the Effective Time), are revised on or after the Effective Time (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, includingas so amended, but not limited to, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4(d)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (D) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security which resulted (either upon its original issuance or upon a change resulting from revision of its terms) in an adjustment to the anti-dilution provisions thereofapplicable Conversion Price pursuant to the terms of Subsection 4(d)(iv) below, the Purchase applicable Conversion Price then in effect shall forthwith be readjusted to such Purchase applicable Conversion Price as would have been obtained had such unexercised Option or unexchanged or unconverted Convertible Security not been issued. (E) No adjustment in the Purchase applicable Conversion Price adjustment that was originally shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. (A) If the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Rights Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to Acquire receive shares of Common StockStock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, however, that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 5 hereof) close of such Additional Shares of Common Stock would be less than the Purchase Price in effect business 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: (A) No further adjustment in the Purchase Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities;. (B) Upon If the expiration or termination terms of any unexercised Option, Right Option or Convertible Security, the Purchase Price shall be adjusted immediately issuance of which resulted in an adjustment to reflect the Purchase Price which would have been in effect had such Option, Right or Convertible Security (pursuant to the extent outstanding immediately prior terms of subsection 2(a)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such expiration terms) to provide for either (1) any increase or termination) never been issued; and (C) In the event of any change decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible SecuritySecurity or (2) any increase or decrease in the consideration payable to the Company upon such exercise, includingconversion or exchange, but not limited tothen, a change resulting from the anti-dilution provisions thereofeffective upon such increase or decrease becoming effective, the Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Purchase Price as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. (C) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was originally equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (D) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below, the Purchase Price shall be readjusted to such Purchase Price as would have obtained had such Option or Convertible Security never been issued. (E) No adjustment in the Purchase Price shall be made upon the issuance issue of such Option, Right shares of Common Stock or Convertible Security which were not exercised or converted prior to such change been made Securities upon the basis exercise of such change, but no further adjustment shall be made for Options or the actual issuance issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such Option, Right or Convertible SecuritySecurities.

Issue of 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 (excluding Options covered by subsection 2(a)(i)(4)(C) above) or Convertible Securities or Rights shall fix a record date for the determination of holders of any class of securities entitled to Acquire Common Stockreceive 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, Rights Options or, in the case of Convertible SecuritiesSecurities 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; providedissue or, howeverin 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 Section 5 subsection 2(a)(v) hereof) of such Additional Shares of Common Stock would be less than the Purchase Triggering 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, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A1) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options, Rights Options or conversion or exchange of such Convertible Securities; (B2) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then upon the exercise, conversion or exchange thereof, the 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; (3) Upon the expiration or termination of any such unexercised Option, Right or Convertible Security, the Purchase Price shall not be adjusted immediately to reflect readjusted, but 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 Purchase Price which would have been in effect had such Option, Right or Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; andPrice; (C4) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right such Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the Purchase Price adjustment that which was originally made upon the issuance of such Option, Right Option or Convertible Security which were not exercised exercised, converted or converted exchanged prior to such change been made upon the basis of such change; and (5) No readjustment pursuant to clause (2) or (4) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion original adjustment date and such readjustment date. In the event the Company, after the Original Issue Date, amends the terms of any such Option, Right Options or Convertible SecuritySecurities (whether such Options or Convertible Securities were outstanding on the Original Issue Date or were issued after the Original Issue Date), then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Original Issue Date and the provisions of this subsection 2(a)(iii) shall apply.

Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company Corporation at any time or from time to time on or after the Original Issue Date date of effectiveness of this Certificate of Incorporation shall issue any Options or Convertible Securities or other Rights to Acquire Common Stock, 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, Rights or, in the case of Convertible Securities, 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; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5 Subsection 4(a)(iv)(5) hereof) of such Additional Shares of Common Stock would be less than the Purchase applicable Conversion Price of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, as the case may be, in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided, further, provided further that in any such casecase in which Additional Shares of Common Stock are deemed to be issued: (A) No further adjustment in the Purchase any Conversion Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such Options, Rights or conversion or exchange of such Convertible Securities; (B) Upon the expiration or termination of any unexercised OptionOption or Right, Right or Convertible Security, the Purchase no Conversion Price shall be adjusted immediately to reflect readjusted, but the Purchase Price which would have been in effect had Additional Shares of Common Stock deemed issued as the result of the original issue of such Option, Option or Right or Convertible Security (to shall not be deemed issued for the extent outstanding immediately prior to such expiration or termination) never been issuedpurposes of any subsequent adjustment of any Conversion Price; and (C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option, Right or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase applicable Conversion Price then in effect shall forthwith be readjusted to such Purchase Conversion Price as would have been obtained had the Purchase Price adjustment that was originally made upon the issuance of such Option, Right or Convertible Security which were not exercised or converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option, Right or Convertible Security.