Common use of Options and Convertible Securities Clause in Contracts

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)) received for such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In case the event the Corporation Company at any time or from time to time after the Original Issue Date date hereof shall issue issue, sell, grant or sell assume any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)Securities, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, sale, grant or sale assumption or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)3.8 hereof) received for of such Additional Shares of Common Stock shares would be less than the Conversion Adjusted Exercise Price in effect on the date of and immediately prior to such issue issue, sale, grant or sale assumption or immediately prior to the close of business on such record date, as the case may be; , and provided provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event that the Corporation at any time or from time to time after the Series D Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that that, with respect to any series of Preferred, Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)4(g)(v) received for hereof) of such Additional Shares of Common Stock would be less than the applicable Conversion Price of such series of Preferred in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation event, at any time or from time to time after the Series B Original Issue Date Date, the Company shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock Ordinary Shares 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, shall be deemed to be Additional Ordinary Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that Additional Ordinary Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)Article 16 (f)(v) received for hereof) of such Additional Ordinary Shares of Common Stock would be less than the Conversion Price in effect on the date of of, and immediately prior to to, such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Ordinary Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company or DSW, at any time or from time to time after the Original Issue Effective Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible SecuritiesSecurities (other than those excluded from the definition of Additional Shares of Common Stock or the definition of Additional Shares of DSW Stock), then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of, in the case of an issuance by or fixing of a record date by the Company, Common Stock or, in the case of an issuance or fixing of a record date by DSW, DSW 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, shall be deemed to be be, in the case of the Company, Additional Shares of Common Stock or, in the case of an issuance or fixing of a record date by DSW, Additional Shares of DSW Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that such Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)3.4 hereof) received for of such Additional Shares of Common Stock shares would be less than the Conversion applicable Purchase Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided provided, further, that in any such case in which Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date of a particular series of Preferred Stock shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities or exercise of such Options, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)paragraph 4(d)(v) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:Price

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date of a particular series of Preferred Stock shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible SecuritiesSecurities or exercise of such Options, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)paragraph 4(d)(v) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion Price of such series of Preferred Stock in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In If the event the Corporation Company at any time or from time to time after the Original Issue Date date hereof shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) excluding any Options or (i)(4)(E) thereofConvertible Securities which are Excluded Shares) 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 provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale issuance or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)10(a)(iv) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion applicable Exercise Price in effect on the date of and immediately prior to such issue or sale issuance, or such record date, as the case may be; and provided provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation event, at any time or from time to time after the Series C Original Issue Date Date, the Company shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock Ordinary Shares 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, shall be deemed to be Additional Ordinary Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that Additional Ordinary Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)Article 16(g)(v) received for hereof) of such Additional Ordinary Shares of Common Stock would be less than the Conversion Price in effect on the date of of, and immediately prior to to, such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Ordinary Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Debtor at any time or from time to time after the Original Issue Issuance Date and while any portion of this Note is outstanding shall issue or sell any Options or Convertible Securities (Securities, other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) Options or Convertible Securities exempted pursuant to clauses (i)(4)(ASection 7(a)(i), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)7(e) received for hereof) of such Additional Shares of Common Stock would be less than the Issuance Date Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluding for all purposes of this Subsection 2(e)(iii)(1) of this Article FOURTH Options excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4Subsection 2(e)(i)(4)(B) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(Dof this Article FOURTH) or (i)(4)(E) thereof) Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provideddate (assuming the satisfaction of any conditions to convertibility, howeverexercisability or exchangeability, that Additional Shares including without limitation, the passage of Common Stock shall not be deemed to have been issued unless time), and the consideration per share (determined pursuant to Section 3(e)(v)) received for such Additional Shares of Common Stock would be less than the applicable Preferred Conversion Price in effect on the date of and immediately prior to such issue or sale or such record dateshall be adjusted accordingly, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless if (i) such shares of Common Stock are excluded from the definition of Additional Shares of Common Stock set forth in Section 3.3(d)(i)(4) or (ii) the consideration per share (determined pursuant to Section 3(e)(v3.3(d)(v)) received for of such Additional Shares of Common Stock would be is not less than the Conversion Price of the applicable series of Preferred Stock in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; and provided furtherprovided, however, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluding for all purposes of this Section 2(e)(iii)(1) of this Article FOURTH Options excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(42(e)(vii)(4)(B) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(Dof this Article FOURTH) or (i)(4)(E) thereof) Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provideddate (assuming the satisfaction of any conditions to convertibility, howeverexercisability or exchangeability, that Additional Shares including without limitation, the passage of Common Stock shall not be deemed to have been issued unless time), and the consideration per share (determined pursuant to Section 3(e)(v)) received for such Additional Shares of Common Stock would be less than the applicable Preferred Conversion Price in effect on the date of and immediately prior to such issue or sale or such record dateshall be adjusted accordingly, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Junior Preferred Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D), (i)(4)(E) or (i)(4)(Ei)(4)(J) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)) received for such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:;

Options and Convertible Securities. In Except as otherwise provided in Section 6(d)(2)(i) above, in the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of any holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)6(d)(2)(v) received for below) of such Additional Shares of Common Stock would be less than the Series B-1 Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares additional shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)3.5 hereof) received for of such Additional Shares of Common Stock would be less than the Conversion Purchase Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)subparagraph 4.c(3)(e) received for hereof) of such Additional Shares of Common Stock would be less than the Series E Conversion Price or Series F Conversion Price, as appropriate, in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation (a) If at any time or from time to time after the Original Issue Date Date, the Company shall issue issue, sell, grant or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)assume, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of holders of any class of securities entitled to receive receive, any such Options or Convertible Securities, then in each such case, the maximum number of shares Additional Shares of Common Stock issuable (as set forth in the instrument instruments relating thereto thereto, without regard to any provisions contained therein provision thereof for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, or the conversion or exchange of such Convertible Securities (and in the case of Options for Convertible Securities Securities, the exercise of such Options and Options therefor, the conversion or exchange of such Convertible Securities), shall be deemed to be Additional Shares issued for purposes of Common Stock issued section 4.2(b) as of the time of such issue issuance, sale, grant or sale assumption or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)section 4.6) received for such Additional Shares of Common Stock shares would be less than the Conversion Current Market Price in effect on the date of and immediately prior to such issue issuance, sale, grant or sale assumption or immediately prior to the close of business on such record datedate (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be; and provided further, that in . In any such case in which Additional Shares of Common Stock are deemed to be issued:,

Options and Convertible Securities. In the event the Corporation Borrower at any time or from time to time after the Original Issue Effective Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, howeverPROVIDED, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)13.03(e) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided furtherPROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those such Options or Convertible Securities which are exchangeable, issuable, exercisable or convertible into Common Stock which is excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)Stock, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)3.1.5) received for of such Additional Shares of Common Stock would be less than the Conversion applicable Warrant Price in effect on the date of of, and immediately prior to to, such issue or sale issue, or such record date, as the case may be; , and provided further, PROVIDED FURTHER that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event If the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 provisions provision contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)Subsection 4(d)(v) received for hereof) of such Additional Shares of Common Stock would be less than the applicable Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time lime to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)) received for such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In Except as otherwise provided in Section 6(d)(2)(i) above, in the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of any holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)6(d)(2)(v) received for below) of such Additional Shares of Common Stock would be less than the Series A-3 Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares additional shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event If the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 aggregate number of shares (as set forth in the instrument relating thereto without regard to any provisions provision contained therein for a subsequent adjustment of such number) of Common Stock Shares 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, shall be deemed to be Additional Common Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided. Notwithstanding the foregoing, however, that in respect of Special Shares Additional Common Shares of Common Stock shall not be deemed to have been issued unless the consideration Net Cash Consideration (as defined in subparagraph 4(c)(ii)) per share (determined pursuant to Section 3(e)(v)subparagraph 4(c)(v) received for hereof) of such Additional Common Shares of Common Stock would be less than the Class A Conversion Price or the Class B Conversion Price, as the case may be, in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Common Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)2.3(e) received for hereof) of such Additional Shares of Common Stock would be less than the Applicable Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(AA), (i)(4)(BB), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)) received for such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at ---------------------------------- any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of holders of any class of securities entitled to receive EXHIBIT A any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(vSubsection 8.5(e) hereof)) received for , of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued$1.00 per share:

Options and Convertible Securities. In case the event the Corporation Company, at any time or from time to time after the Original Issue Date Closing Date, shall issue issue, sell, grant or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)assume, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of holders of any class of securities entitled to receive receive, any such Options (other than those provided for and reserved pursuant to the Stock Option Plan as of the date of the original issuance of this Warrant) or Convertible Securities, then then, and in each such case, the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue issue, sale, grant or sale assumption or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)in accordance with ss. 2.5) received for of such Additional Shares of Common Stock shares would be less than the Conversion Current Market Price in effect on the date of and immediately prior to such issue issue, sale, grant or sale assumption or immediately prior to the close of business on such record date, as the case may be; , and provided provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those such Options or Convertible Securities which are exchangeable, issuable, exercisable or convertible into Common Stock which is excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)Stock, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)3.1.5) received for of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:of

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale issuance or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)2(d)(v) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale issuance, or such record date, as the case may be; and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock Shares 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, shall be deemed to be Additional Shares of Common Stock Shares issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, provided that Additional Shares of Common Stock Shares shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3(e)(v)Subsection 4(A)(v) received for hereof) of such Additional Shares of Common Stock Shares would be less than the Conversion Exercise Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock Shares are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company, at any time or from time to time after the Original Issue Date and on or prior to the earlier of (i) the IPO Date or (ii) the Expiration Date shall issue any Convertible Securities or sell any Options rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)each, (i)(4)(B)an “Option” and, (i)(4)(C)collectively, (i)(4)(D) or (i)(4)(E) thereof“Options”) 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 then, the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v6.4(3) hereof)) received for , of such Additional Shares of Common Stock would be less than the Conversion Purchase Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Company, at any time or from time to time after the Original Issue Date and on or prior to the earlier of (i) the IPO Date or (ii) the Expiration Date shall issue any Convertible Securities or sell any Options rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)each, (i)(4)(B)an “Option” and, (i)(4)(C)collectively, (i)(4)(D) or (i)(4)(E) thereof“Options”) 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 then, the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in is the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v6.4(3) hereof)) received for , of such Additional Shares of Common Stock would be less than the Conversion Purchase Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation Debtor at any time or from time to time after the Original Issue Issuance Date and while any portion of this Note is outstanding shall issue or sell any Options or Convertible Securities (Securities, other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) Options or Convertible Securities exempted pursuant to clauses (i)(4)(ASection 7(a)(i), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)7(e) received for hereof) of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In case the event the Corporation Company, at any time or from time to time after the Original Issue Date Closing Date, shall issue issue, sell, grant or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A)assume, (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of holders of any class of securities entitled to receive receive, any such Options (other than those provided for and reserved pursuant to the Stock Option Plan as of the date of the original issuance of this Warrant) or Convertible Securities, then then, and in each such case, the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities 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 48 6 time of such issue issue, sale, grant or sale assumption or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to in accordance with Section 3(e)(v)2.5) received for of such Additional Shares of Common Stock shares would be less than the Conversion Current Market Price in effect on the date of and immediately prior to such issue issue, sale, grant or sale assumption or immediately prior to the close of business on such record date, as the case may be; , and provided provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In Except as otherwise provided in Section 6(d)(2)(i) above, in the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) or shall fix a record date for the determination of any holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v)6(d)(2)(v) received for below) of such Additional Shares of Common Stock would be less than the Series A-2 Conversion Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares additional shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation ---------------------------------- Company at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), (i)(4)(C), (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record date; 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 3(e)(v6(a)(v)) received for of such Additional Shares of Common Stock would be less than the Conversion Warrant Price in effect on the date of and immediately prior to such issue or sale issue, or such record date, as the case may be; , and provided further, further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue or sell any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock in Section 3(e)(i)(4) pursuant to clauses (i)(4)(A), (i)(4)(B), . (i)(4)(C), . (i)(4)(D) or (i)(4)(E) thereof) 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, . in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or sale or, in case such a record date shall have been fixed, as of the close of business on such record datexxxx; 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 3(e)(v)) received for such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue or sale or such record date, as the case may be; and provided further, that in any such case in which Additional Shares of Common Stock are deemed to be issued: