Common use of No Adjustment of Exercise Price in Certain Cases Clause in Contracts

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of shares of Common Stock upon the Representative's Warrant or exercise of the Warrant Shares;Warrants; or (b) Upon (i) the issuance of options pursuant to the Company's employee stock option plan in effect on the date hereof or the issuance or sale by the Company of any shares of Common Stock (or pursuant to the exercise of any other security convertible, exercisablesuch options, or exchangeable into (ii) the issuance or sale by the Company of any shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, Stock pursuant to the terms thereofexercise of any options or warrants previously issued and outstanding on the date hereof; or (c) Upon the issuance of shares of Common Stock pursuant to contractual obligations existing on the date hereof; or (d) If the amount of said adjustment shall be less than two 2 cents ($.022(cent)) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.022(cent)) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's this Warrant or the of any Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) Stock upon the direct exercise of options, rights or indirect conversionwarrants, exercise, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants, warrants or other convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or indebtedness sale of shares of Common Stock resulting from the exercise or conversion of any of the Company Company's securities outstanding as of the date hereof or of this Agreement any agreements or granted pursuant contract rights to any stock option plan of the Company in existence purchase shares outstanding as of the date of this Agreement, pursuant to the terms thereofhereof; or (cd) If the amount of said adjustment shall be less than two cents one cent ($.02.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment whichthat, together with any adjustment so carried forward, shall amount to at least two cents one 1 cent ($.02.01) per Representative's Warrantshare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall for example be made: (a) Upon the issuance or sale of shares of Common Stock upon the Representative's Warrant or exercise of the Warrant Shares;Warrants; or (b) Upon (i) the issuance of options pursuant to the Company's employee stock option plans in effect or the issuance or sale by the Company of any shares of Common Stock (or pursuant to the exercise of any other security convertible, exercisablesuch options, or exchangeable into (ii) the issuance or sale by the Company of any shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, Stock pursuant to the terms thereofexercise of any options or warrants; or (c) Upon the issuance of shares of Common Stock pursuant to contractual obligations; or (d) If the amount of said adjustment shall be less than two 2 cents ($.022 cent) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.022 cent) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall for example be made: (a) Upon the issuance or sale of shares of Common Stock upon the Representative's Warrant or exercise of the Warrant Shares;Warrants; or (b) Upon (i) the issuance of options pursuant to the Company's employee stock option plans in effect or the issuance or sale by the Company of any shares of Common Stock (or pursuant to the exercise of any other security convertible, exercisablesuch options, or exchangeable into (ii) the issuance or sale by the Company of any shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, Stock pursuant to the terms thereofexercise of any options or warrants; or (c) Upon the issuance of shares of Common Stock pursuant to contractual obligations; or (d) If the amount of said adjustment shall be less than two 2 cents ($.022(cent)) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.022(cent)) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of shares of Common Stock upon the Representative's Warrant or exercise of the Warrant Shares;Warrants; or (b) Upon (i) the issuance of options pursuant to the Company's employee stock option plan in effect on the date hereof or the issuance or sale by the Company of any shares of Common Stock (or pursuant to the exercise of any other security convertible, exercisablesuch options, or exchangeable into (ii) the issuance or sale by the Company of any shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, Stock pursuant to the terms thereofexercise of any options or warrants previously issued and outstanding on the date hereof; or (c) Upon the issuance of shares of Common Stock pursuant to contractual obligations existing on the date hereof; or (d) If the amount of said adjustment shall be less than two 2 cents ($.022 cents) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.022 cents) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No ------------------------------------------------ adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's this Warrant or the or, of any Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) Stock upon the direct exercise of options, rights or indirect conversionwarrants, exercise, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 6.2 hereof or (ii) where such options, rights, warrants, warrants or other convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or indebtedness sale of shares of Common Stock resulting from the exercise or conversion of any of the Company Company's securities outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this AgreementNovember 30, pursuant to the terms thereofl995; or (cd) If the amount of said adjustment shall be less than two cents one cent ($.02.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment whichthat, together with any adjustment so carried forward, shall amount to at least two cents one cent ($.02.01) per Representative's Warrantshare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativeUnderwriter's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per RepresentativeUnderwriter's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Representatives' Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Representatives' Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price or the Warrant Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant or Common Stock in the Warrant Shares;public offering concurrent herewith; or (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) Stock upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness exercise of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereofWarrants; or (c) Upon (i) the issuance of options pursuant to the Company's employee stock option plan in effect on the date hereof or the issuance or sale by the Company of any shares of Common Stock pursuant to the exercise of any such options, or (ii) the issuance or sale by the Company of any shares of Common Stock pursuant to the exercise of any options or warrants previously issued and outstanding on the date hereof; or (d) If the amount of said adjustment shall be less than two 2 cents ($.022(cent)) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.022(cent)) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativeFinancial Advisor's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.020.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.020.02) per RepresentativeFinancial Advisor's Warrant.

No Adjustment of Exercise Price in Certain Cases. No Notwithstanding anything herein to the contrary, no adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant Warrants or the Warrant Shares;shares of Common Stock issuable upon the exercise of the Warrants; or (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into the shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted Stock issued pursuant to any the Public Offering; (c) Upon the issuance of options pursuant to the Company's employee stock option plan of in effect on the date hereof or the issuance or sale by the Company in existence as of the date any shares of this Agreement, Common Stock pursuant to the terms thereofexercise of any such options; or (cd) If the amount of said adjustment shall be less than two one cents ($.021(cent)) per sharesecurity, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two one cents ($.021(cent)) per Representative's Warrantsecurity.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of shares of Common Stock upon the Representative's Warrant or exercise of the Warrant Shares;Warrants; or (b) Upon (i) the issuance of options pursuant to the Company's employee stock option plans in effect or the issuance or sale by the Company of any shares of Common Stock (or pursuant to the exercise of any other security convertible, exercisablesuch options, or exchangeable into (ii) the issuance or sale by the Company of any shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, Stock pursuant to the terms thereofexercise of any options or warrants; or (c) Upon the issuance of shares of Common Stock pursuant to contractual obligations; or (d) If the amount of said adjustment shall be less than two 2 cents ($.0224) per shareShare, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two 2 cents ($.0224) per Representative's WarrantShare.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price or the Warrant Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativePlacement Agent's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per RepresentativePlacement Agent's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's this Warrant or the or, of any Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) Stock upon the direct exercise of options, rights or indirect conversionwarrants, exercise, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 6.2 hereof or (ii) where such options, rights, warrants, warrants or other convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or indebtedness sale of shares of Common Stock resulting from the exercise or conversion of any of the Company Company's securities outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this AgreementSeptember 30, pursuant to the terms thereof1993; or (cd) If the amount of said adjustment shall be less than two cents on e cent ($.02.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment whichthat, together with any adjustment so carried forward, shall amount to at least two cents one cent ($.02.01) per Representative's Warrantshare.

No Adjustment of Exercise Price in Certain Cases. No ------------------------------------------------ adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's Representatives' Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Representative's Representatives' Warrant.

No Adjustment of Exercise Price in Certain Cases. No ------------------------------------------------ adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativePlacement Agent's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per RepresentativePlacement Agent's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativePlacement Agent's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.020.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.020.02) per RepresentativePlacement Agent's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Representative's this Warrant or the of any Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) Stock upon the direct exercise of options, rights or indirect conversionwarrants, exercise, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants, warrants or other convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or indebtedness sale of shares of Common Stock resulting from the exercise or conversion of any of the Company Company's securities outstanding as of the date hereof or of this Agreement any agreements or granted pursuant contract rights to any stock option plan of the Company in existence purchase shares outstanding as of the date of this Agreement, pursuant to the terms thereofhereof; or (cd) If the amount of said adjustment shall be less than two cents one cent ($.02.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment whichthat, together with any adjustment so carried forward, shall amount to at least two cents one cent ($.02.0l) per Representative's Warrantshare.

No Adjustment of Exercise Price in Certain Cases. No adjustment ------------------------------------------------ of the Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativePlacement Agent's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per RepresentativePlacement Agent's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment ------------------------------------------------- of the Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativeUnderwriter's Warrant or the Warrant Shares;: (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common Stock) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per RepresentativeUnderwriter's Warrant.

No Adjustment of Exercise Price in Certain Cases. No adjustment of the Common Stock Exercise Price shall be made: (a) Upon the issuance or sale of the RepresentativeFinancial Advisor's Warrant or the Warrant Shares; (b) Upon the issuance or sale of Common Stock (or any other security convertible, exercisable, or exchangeable into shares of Common StockStock equivalent) upon the direct or indirect conversion, exercise, or exchange of any options, rights, warrants, or other securities or indebtedness of the Company outstanding as of the date of this Agreement or granted pursuant to any stock option plan of the Company in existence as of the date of this Agreement, pursuant to the terms thereof; or (c) If the amount of said adjustment shall be less than two cents ($.020.02) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.020.02) per Representative's Financial Advisor’s Warrant.