Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any (i) Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or (ii) any warrants or other rights to subscribe for or to purchase purchase, or any options for the purchase of of, its Common Stock or any such convertible securities Common Stock Equivalents (other than (v) issuance of the Debentures or the Warrants or Warrants of like tenor issued in connection with the issuance of the Debentures or of shares of Common Stock upon conversion or options exercise thereof, (w) securities issued or which may be issued pursuant to Company employee, officer, director or consultant stock or option or similar equity-based compensation plans now or hereafter established, (x) contingent shares which may be issued by the Company's employee Company pursuant to its agreement under which it acquired Stellar Bio Systems, Inc., (y) securities issued in connection with business acquisitions, joint ventures, licensing arrangements and other non-capital raising purposes or director option plans or (z) shares issued upon exercise of Common Stock Equivalents, options, warrants or rights outstanding on the date of the Agreement and listed reflected in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or saleeffect, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed shares then issuable pursuant to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Price and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed shares then issuable pursuant to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(fSection 5(e), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is (i) less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or salesale OR (ii) less than the Purchase Price IF AND ONLY IF the Notes have not been prepaid in full within three (3) months of the Closing Date, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at (A) such fair market value or Purchase Price, as the case may be, then in effect; effect (if CLAUSE (I) above applies), or (B) the Purchase Price (if CLAUSE (II) above applies), and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In Notwithstanding the event foregoing provisions of any such this SECTION 5(F), CLAUSE (I) of this SECTION 5(F) shall not apply if the requirements of CLAUSE (II) of this SECTION 5(F) are met. The foregoing price adjustment shall not apply to the issuance for a consideration of shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In (a) FirmShares. Other than the event Excepted Issuances, defined below, if at any ---------- time from the Closing Date until the first anniversary thereof, the Company shall offer, issue or agree to issue any shares of common stock to any person or entity at a price per share which shall be less than the Per Share Purchase Price, without the consent of each Purchaser holding Shares, the Company shall issue, for each such occasion, additional shares of Common Stock to each Purchaser so that the Company issues or sells any average Per Share Purchase Price of the shares of Common Stock or securities which are convertible into or exchangeable for its issued to the Purchaser (only if the Common Stock is still owned by the Purchaser) is equal to such other lower price per share. (b) OptionShares. If a Purchaser has exercised the Option, then at any time ------------ after from Closing Date Closing Date until the first anniversary thereof, the Company shall offer, issue or agree to issue any convertible securitiesshares of common stock, other than Excepted Issuances, to any person or any warrants or other rights to subscribe entity at a price per share which is greater than the Per Share Purchase Price but less than the Option Per Share Purchase Price, without the consent of each Option Purchaser holding Option Shares, the Company shall issue, for or to purchase or any options for the purchase each such occasion, additional shares of its Common Stock to each Purchaser so that the average Option Per Share Purchase Price of the shares of Common Stock issued to the Option Purchaser (only if the Common Stock is still owned by the Purchaser) is equal to such other lower price per share. If the Company shall offer, issue or agree to issue any such convertible securities (shares of common stock, other than shares Excepted Issuances, to any person or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) entity at an effective purchase a price per share which is less than the Per Share Purchase Price then in effect or Price, without the fair market value (as hereinabove defined) consent of each Option Purchaser holding Option Shares, the Common Stock on the trading day next preceding such issue or saleCompany shall issue, then in for each such caseoccasion, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of additional shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision each Purchaser so that the average Option Per Share Purchase Price of the Debentures and the Warrants plus (2) the number of shares of Common Stock which issued to the aggregate consideration received Option Purchaser (only if the Common Stock is still owned by the Purchaser) is equal to the percentage reduction between the Per Share Purchase Price and such other lower price per share. For example, if the Company for such additional issued shares at $.75, the percentage reduction between the Per Share Purchase Price ($1.50) and the new lower price would purchase at such fair market value or Purchase Pricebe 50%. Accordingly, as the case may be, then in effect; and (y) the denominator of which shall be the Option Purchaser would receive that number of additional shares of Common Stock so that the average Option Per Share Purchase Price of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision shares of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in issued to the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In Option Purchaser would equal $2.00 per share from the event initial per share price of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments$4.00.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued to any employee, officer, director or consultant of the Company pursuant to the Company's employee any stock or director option or similar equity-based compensation plans or otherwise now or hereafter established or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act ReportsSEC Documents) at an effective purchase price per share which is less than ninety percent (90%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day Trading Day next preceding such issue or salesale (as the case may be), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplicationlimitation, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the DebenturesAgreement) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just prior to such adjustmentsadjustment. Notwithstanding anything else contained in this warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Preferred Stock or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans listed in the SEC Reports or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act SEC Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or and less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and Warrants; provided, however, there shall be no reduction of the Purchase Price for such issuances or sales at any time from January 2, 1997 through the term of this Warrant in an aggregate (i.e., not per transaction) amount of up to $5,000,000 provided that such issuance or sale is completed at an effective purchase price per share of at least 85% of the fair market value of the Common Stock on the trading day next preceding such issue or sale. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder purchunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph pased herearagraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on a) If (i) after the date of the Agreement and listed in the Exchange Act Reports) at this Agreement, EQR declares or makes a dividend or distribution of EQR Common Shares on EQR Common Shares with a record date or, if no record date, an effective purchase price per date prior to the Initial Closing Date, or AVB declares or makes a dividend or distribution of AVB Common Shares on AVB Common Shares with a record date, or, if no record date, an effective date prior to the Initial Closing, or (ii) either EQR or AVB announces or effects a share which is less than split or share combination with a record date or, if no record date, an effective date prior to the Initial Closing Date, then the number of EQR Common Shares or AVB Common Shares, as the case may, to be delivered as part of the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock shall be adjusted based on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) following formula: TS1 = TS0 x OS1/OS0 Where TS0 = the number of shares of EQR Common Stock outstanding immediately prior to such issue Shares or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of AVB Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase PriceShares, as the case may be, deliverable hereunder immediately prior to the adjustment relating to such event TS1 = the new number of EQR Common Shares or AVB Common Shares, as the case may be, deliverable hereunder taking such event into account OS0 = the number of EQR Common Shares or AVB Common Shares, as the case may be, outstanding immediately prior to such event OS1 = the number of EQR Common Shares or AVB Common Shares, as the case may be, outstanding immediately after such event. (b) If at any time after the date of this Agreement, either EQR or AVB declares or makes a cash dividend or distribution (other than one or more cash dividends declared in the Ordinary Course of Business) with a record date or, if no record date, an effective date, prior to the Initial Closing Date, the EQR Cash Purchase Price Portion or the AVB Cash Purchase Price Portion, as the case may be, will be increased by an amount equal to the amount of such dividend or distribution that Seller would have received if the Initial Closing Date had occurred immediately prior to the record date or effective date for such dividend (and, for the avoidance of doubt, without any corresponding adjustment to the ERPOP Equity Consideration or the AVB Equity Consideration, but the result of the increased EQR Cash Purchase Price Portion or AVB Cash Purchase Price Portion shall be a corresponding increase in the Purchase Price). If at any time after the date of this Agreement, either EQR or AVB declares or makes a dividend or distribution (other than a cash dividend or stock dividend (which is adjusted pursuant to Section 2.3.1(a)) that involves property, rights, securities, debt obligations or any other matter, then the Purchase Price will be increased by the property, rights, securities, debt obligations or other forms that Seller would have received if the Initial Closing Date had occurred immediately prior to the record date or effective date for such dividend or distribution (with such increase in effect; the Purchase Price being payable in the form of the applicable property, rights, securities, debt obligations or other forms that Seller would have received if the Initial Closing Date had occurred immediately prior to the record date or effective date for such dividend or distribution). A cash dividend shall be deemed to be in the Ordinary Course of Business if, and only if, it is (i) in respect of the fourth (4th) quarter of 2012, less than the amount set forth for EQR or AVB, as applicable, on Schedule 2.3.1(a), or (b) in respect of 2013, made in accordance with ordinary course past practices and announced as the expected “run rate” for dividends, in respect of EQR, for the first three (3) calendar quarters of 2013 and, in respect of AVB, for all of 2013. (c) If after the date of this Agreement either the EQR Common Shares or AVB Common Shares are changed, altered or modified by reason of recapitalization, reorganization, reclassification, consolidation, merger or otherwise (an “Event”) (other than by reason of the events described in Section 2.3.1(a) or (b)), and such change, alteration or modification has a record date or, if no record date, an effective date prior to the Initial Closing Date, then the ERPOP Equity Consideration or AVB Equity Consideration, as applicable, shall be changed, altered or modified as if the ERPOP Equity Consideration or AVB Equity Consideration were outstanding as of the record date or effective date for such Event. 2.3.2 In the event that the Initial Closing Date occurs on a date that is later than the Second Extension Date, then the Cash Purchase Price shall be increased by an amount in cash (and, for the avoidance of doubt, without any corresponding adjustment to the ERPOP Equity Consideration or the AVB Equity Consideration, but the result of the increased Cash Purchase Price shall be a corresponding increase in the Purchase Price) equal to (a) $1,000,000 for each day beginning on the day following the Second Extension Date to and including the Initial Closing Date (provided, however, that in no event shall there be any increase in the Cash Purchase Price with respect to any day during the period (x) beginning on the date that is five (5) Business Days following the date that the Buyer Parties have delivered a written notice in accordance with Section 2.4(a) that the Buyer Parties intend that the Initial Closing shall occur to the extent that, as of such date that is five (5) Business Days following the date on which the Buyer Parties have delivered such notice, the conditions set forth in Section 11.1.1, 11.1.2 and 11.1.3 have been satisfied and the conditions set forth in Sections 10.1.1, 10.1.2 and 10.1.3 (except to the extent waived by the Buyer Parties, in their sole and absolute discretion) shall not have been satisfied, and (y) ending on the denominator of date on which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale includingconditions set forth in Sections 10.1.1, without duplication, those deemed to 10.1.2 and 10.1.3 have been issued under satisfied), minus (b) an amount in cash equal to any provision of cash dividends or distributions that will be received by Seller (or, if directed by Seller, LBHI or a Xxxxxx Designee) at or following the Debentures Initial Closing with respect to the ERPOP Equity Consideration or the AVB Equity Consideration and Warrantswhich accrued with respect to any period ending on or before the Initial Closing Date (but the amount in clause (b) shall not exceed the amount payable as an increase in the Cash Purchase Price Portion pursuant to clause (a)). For purposes of clarity, the foregoing fractionamount payable in accordance with this Section 2.3.2, Common Stock outstanding if any, shall includebe the joint and several obligations of ERPOP and AVB, but may be allocated among the Buyer Parties as determined by the Buyer Parties in their sole and absolute discretion. 2.3.3 On the Initial Closing Date or any earlier date selected by Seller, all Derivative Instruments to which Archstone, Seller or any Archstone Entity is bound shall be unwound or terminated, as the case may be, and the Cash Purchase Price shall be positively or negatively adjusted on a dollar-for-dollar basis (i.e., if such adjustment is positive, the Cash Purchase Price shall be increased, and if such adjustment is negative, the Cash Purchase Price shall be decreased (and, for the avoidance of doubt, without limitationany corresponding adjustment to the ERPOP Equity Consideration or the AVB Equity Consideration, any Equity Offerings (as defined but the result of the increased or decreased Cash Purchase Price shall be a corresponding increase or decrease in the DebenturesPurchase Price)) then outstandingto reflect the difference between the values of such Derivative Instruments used in the preparation of the Archstone Entities’ June 30, whether 2012 financial statements and amounts received as a result of unwinding or terminating such Derivative Instruments; provided that such Derivative Instruments will not they are exercisable or convertible when such fraction is be required to be determined. In unwound or terminated to the event extent that (x) prior to the Initial Closing, the applicable Derivative Instruments have been assigned by Seller or the applicable Archstone Entity to LBHI or a Xxxxxx Designee and LBHI or the applicable Xxxxxx Designee shall have assumed the obligations of any the applicable Archstone Entity thereunder, (y) at the Initial Closing, LBHI has executed and delivered to the Buyer Parties a release in form and substance reasonably satisfactory to the Buyer Parties releasing the Buyer Parties, their Affiliates and the Archstone Entities and their respective Representatives from all Liabilities related to such issuance for a consideration which is less than Derivative Instrument and agreeing to indemnify Buyer Parties, their Affiliates and the Archstone Entities and their respective Representatives from and against all Losses relating to such fair market value Derivative Instrument, and also less than (z) at the Initial Closing, the Cash Purchase Price then in effectshall have been positively or negatively adjusted on a dollar-for-dollar basis (i.e., then there if the value of such Derivative Instrument is positive, the Cash Purchase Price shall be only one such adjustment by reason decreased, and if the value of such issuanceDerivative Instrument is negative, such adjustment to be that which results in the greatest reduction of the Cash Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately (and, for the avoidance of doubt, without any corresponding adjustment to any reduction in the ERPOP Equity Consideration or the AVB Equity Consideration, but the result of the increased or decreased Cash Purchase Price pursuant shall be a corresponding increase or decrease in the Purchase Price)) to reflect the value of such Derivative Instruments used in the preparation of the Archstone Entities’ June 30, 2012 financial statements. For purposes of clarity, the amount payable by or to the Buyer Parties in accordance with this paragraph 5(f)Section 2.3.3, so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares as applicable, shall be the same joint and several obligations of ERPOP and AVB, but may be allocated among the Buyer Parties or the Buyer Designees as determined by the aggregate Purchase Price Buyer Parties in effect just prior their sole and absolute discretion. For the avoidance of doubt, ERPOP and AVB shall be responsible for any non-compliance, violation or breach of any Contract relating to such adjustmentsIndebtedness or Joint Ventures resulting from the unwinding, termination or breach of any Derivative Instrument in connection with this Section 2.3.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants of or to the Company pursuant to the Company's employee stock option or director option stock purchase plans as in effect on the date of execution and delivery of this Warrant, or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reportssuch date) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock Fair Market Value on the trading day next preceding such issue or salesale (or if the Common Stock is not then traded, the next preceding Business Day), then and in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect immediately prior to such issue or sale by a fraction, (x) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to such issue or sale, assuming the issuance of all shares of Common Stock then issuable upon exercise of all outstanding options, warrants or other rights to subscribe for or purchase Common Stock, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants all outstanding Warrants, plus (2ii) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, Fair Market Value then in effect; , and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding on a fully-diluted basis immediately after such issue or sale sale, assuming the issuance of all shares of Common Stock then issuable upon exercise of all outstanding options, warrants or other rights to subscribe for or purchase Common Stock, including, without duplication, those deemed to have been issued under any provision of the Debentures and all outstanding Warrants. For purposes The foregoing price adjustment shall not apply to the issuance of the foregoing fraction, shares of Common Stock which may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding shall include, without limitation, any Equity Offerings (as defined in on the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event date of any such issuance for a consideration which is less than such fair market value execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(fSection 6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securitiesStock, or any warrants or other rights to subscribe for or to purchase purchase, or any options for the purchase of of, its Common Stock or any such convertible or exchangeable securities (other than in connection with a public offering, the Preferred Stock, the warrants to be issued by the Company in conjunction with the Preferred Stock, shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights rights, or upon exercise, conversion or exchange of securities convertible into or exercisable or exchangeable for other securities of the Company, whether now or hereafter outstanding, or pursuant to the terms of the Preferred Stock outstanding on the date of the Subscription Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) value, whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares securities would purchase at such fair market value or Purchase Price, as the case may be, then in effect, plus (3) the number of shares of Common Stock issuable upon exercise, conversion or exchange of all of the Company's then outstanding convertible securities which are, as of the time of the new issuance, convertible or exchangeable into the Company's Common Stock; and (y) the denominator of which shall be the sum of (1) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale includingplus (2) the number of shares of Common Stock issuable upon exercise, without duplication, those deemed to have been issued under any provision conversion or exchange of all of the Debentures and Warrants. For purposes Company's then outstanding convertible securities which are, as of the foregoing fractiontime of the new issuance, convertible or exchangeable into the Company's Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determinedStock. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number For the purposes of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the "aggregate Purchase Price payable hereunder consideration received by the company" is equal to the total amount, if any, received or receivable by the Company as consideration for the increased number issuance or sale of shares shall be all such securities, plus the same as minimum aggregate amount of additional consideration, if any, payable to the aggregate Purchase Price in effect just prior to Company upon the exercise, conversion or exchange thereof at the time such adjustmentssecurities first become exercisable, convertible or exchangeable.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to employees, directors or consultants as of the Company's employee or director option plans date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) ), whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrants, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) ), whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrants, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) shares or options issued or which may be issued to employees, directors or consultants, or pursuant to the Company's employee or director option plans or plans, (ii) shares issued upon exercise of warrants issued prior to the date hereof to Xxxx Xxxxxxx Mutual Life Insurance Co. and its affiliates, (iii) shares issued upon exercise of warrants issued prior to the date hereof in conjunction with the Company's issuance of Series A Preferred Stock, and (iv) shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in any of the Company's reports filed under the Exchange Act Reportsduring the previous 12 months) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) shares or options issued or which may be issued to employees, directors or consultants, or pursuant to the Company's employee or director option plans or plans, (ii) shares issued upon exercise of the warrant issued prior to the date hereof to John Hancock Mutual Life Insurance Co. and its affiliates, (iii) sharxx xsxxxx xxon exercise of warrants issued prior to the date hereof in conjunction with the Company's issuance of Series A Preferred Stock, and (iv) shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in any of the Company's reports filed under the Exchange Act Reportsduring the previous 12 months) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the minimum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock Shares or securities which are convertible into or exchangeable for its Common Stock Shares or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock Shares or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise not to exceed the aggregate of options(i) the number of Common Shares issuable pursuant to such options on the date hereof, warrants or rights and (ii) 10% of the Common Shares outstanding on the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) closing trading price of the Common Stock Shares on the Principal Market on the trading day next preceding such issue or salesale ("Fair Market Value"), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Shares outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants this Warrant plus (2) the number of shares of Common Stock Shares which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effectFair Market Value; and (y) the denominator of which shall be the number of shares of Common Stock of the Company Shares outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, Common Shares ("Convertible Securities"), the maximum number of Common Shares issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Shares upon exercise, exchange or conversion of such Convertible Securities. If any of the convertible securities, warrants, option or other rights to subscribe for or to purchase or exchange for Common Shares are issued or granted but expire without being converted or exercised, then such rights shall revert and be calculated back to the Company; provided, that any such recalculation shall not effect any prior exercises of this Warrant.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) shares or options issued or which may be issued to employees, directors or consultants, or pursuant to the Company's employee or director option plans or plans, (ii) shares issued upon exercise of warrants issued prior to the date hereof to Xxxx Xxxxxxx Mutual Life Insurance Co. and its affiliates, Xxxx Xxxx and the holders of the Series A Preferred Stock, (iii) shares issued upon exercise of warrants issued prior to the date hereof in conjunction with the Company's issuance of Series B Preferred Stock and equity awards and options to WorldCom Network Services, Inc., and (iv) shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in any of the Company's reports filed under the Exchange Act Reportsduring the previous 12 months) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Fair Market Value or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there PROVIDED that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such Fair Market Value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that the Company issues ------------------------- or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Debentures or of shares or options of Common Stock upon conversion thereof, securities issued or which may be issued pursuant to the Company's employee employee, officer, director or director consultant stock or option or similar equity-based compensation plans now or hereafter established or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than ninety-five percent (95%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued (i) pursuant to the Company's employee or director option plans or shares issued plans, (ii) upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act ReportsAct, (iii) as compensation in connection with arrangements with consultants and promoters of the Common Stock and (iv) as performance-related compensation to individuals that are employees of entities that have been acquired by or merged into the Company, pursuant to "earn out" provisions of the acquisition or merger agreements pursuant to which the Company acquired such entities) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company ------------------------- issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of the Company's 5% Convertible Debentures due 2002 (the "Debentures") or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to the Company's employee employee, officer, director, or director consultant stock or option or similar equity-based compensations plans now or hereafter established or shares issued used upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act ReportsSEC Documents) at an effective purchase price per share which is less than ninety-five (95%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrant plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the DebenturesAgreement) then outstanding, outstanding whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustmentsadjustment. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock Shares or securities which are convertible into or exchangeable for its Common Stock Shares or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock Shares or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise not to exceed the aggregate of options(i) the number of Common Shares issuable pursuant to such options on the date hereof, warrants or rights and (ii) 10% of the Common Shares outstanding on the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) closing trading price of the Common Stock Shares on the Principal Market on the trading day next preceding such issue or salesale ("Fair Market Value"), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Shares outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants this Warrant plus (2) the number of shares of Common Stock Shares which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effectFair Market Value; and (y) the denominator of which shall be the number of shares of Common Stock of the Company Shares outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. For the purposes of the forgoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, Common Shares ("Convertible Securities"), the maximum number of Common Shares issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Shares upon exercise, exchange or conversion of such Convertible Securities. If any of the convertible securities, warrants, option or other rights to subscribe for or to purchase or exchange for Common Shares are issued or granted but expire without being converted or exercised, then such rights shall revert and be calculated back to the Company; provided, that any such recalculation shall not effect any prior exercises of this Warrant.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's current employee or director option plans or stock purchase plans, at prices consistent with past practice, or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in Section 2(c) of the Exchange Act ReportsCompany's Disclosure Schedule) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove herein above defined) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Debentures or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; , and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that If the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued (i) pursuant to the Company's employee or director option plans or shares issued plans, (ii) upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act ReportsAct, (iii) as compensation in connection with arrangements with consultants and promoters of the Common Stock and (iv) as performance-related compensation to individuals that are employees of entities that have been acquired by or merged into the Company, pursuant to "earn out" provisions of the acquisition or merger agreements pursuant to which the Company acquired such entities) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In For purposes of this Section 1.08, the event term “Seller” shall include any Affiliate of Seller that has acquired any Issued Shares. (a) Upon the Company issues time that Seller has Sold any portion (or sells all, to the extent applicable) of the Issued Shares to any Common Stock Person or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities Persons (other than shares an Affiliate of Seller) in one or options issued more Acceptable Transactions and the aggregate amount of consideration (in any form) received in connection with or which may be issued pursuant as a result of such Sale exceeds the Maximum Sales Price (such event, the “Upside Triggering Event”), Seller shall then within five (5) business days after such Upside Triggering Event (x) deliver a written notice (the “Upside Triggering Notice”) to Buyer stating (i) that an Upside Triggering Event has occurred as of a date specified in such notice, (ii) the Company's employee or director option plans or shares issued upon exercise number of options, warrants or rights outstanding on Issued Shares Sold by Seller in any Acceptable Transaction prior to and as of the date of the Agreement and listed Upside Triggering Event, (iii) the aggregate amount of consideration (in the Exchange Act Reportsany form) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (received by Seller as hereinabove defined) of the Common Stock on date of the trading day next preceding Upside Triggering Event in connection with or as a result of the Sale of such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, Issued Shares and (xiv) the numerator of amount by which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision as of the Debentures and date of the Warrants plus Upside Triggering Event the amount set forth in clause (2iii) immediately above exceeds the number of shares of Common Stock which Maximum Sales Price (the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; “Excess”) and (y) to the denominator extent the Excess cannot be offset against amounts owed by Parent or Buyer to Seller under the Transition Services Agreement, deliver to Buyer, in consideration for Seller retaining the Excess, an amount of Contingent After Acquired Inventory equal in value (based on the fair market value) to the Excess. To the extent that Seller owns, of record or beneficially, any Issued Shares as of the day immediately following the date of the Upside Triggering Event, then within five (5) business days of the first day of each calendar month after the date of the Upside Triggering Event until the date that is two months following the day on which the last Issued Share is Sold in an Acceptable Transaction, Seller shall be (x) deliver a written notice to Buyer (an “Upside Notice”) stating (i) the aggregate number of shares of Common Stock Issued Shares Sold in an Acceptable Transaction during the period since the date of the Company outstanding immediately after Upside Triggering Notice or the last Upside Notice (whichever was delivered more recently in accordance herewith) (such issue or sale includingperiod, without duplication, those deemed to have been issued under the “Upside Period”) and (ii) the aggregate amount of consideration (in any provision form) received by Seller as of the Debentures and Warrants. For purposes date of such Upside Notice in connection with or as a result of the foregoing fractionSale of such Issued Shares (such amount, Common Stock outstanding shall includethe “Monthly Upside Sale Amount”) and (y) to the extent the Excess cannot be offset against amounts owed by Parent or Buyer to Seller under the Transition Services Agreement, without limitationdeliver to Buyer, any Equity Offerings in consideration for Seller retaining such Monthly Upside Sale Amount, an amount of Contingent After Acquired Inventory equal in value (based on the fair market value) equal to such Monthly Upside Sale Amount. (b) Until the Expiration Date (as defined in the DebenturesWarrant), upon the time that Seller has Sold all of the Issued Shares in one or more Acceptable Transactions and the aggregate amount of consideration (in any form) then outstanding, whether received in connection with or not they are exercisable or convertible when as a result of such fraction is to be determined. In the event of any such issuance for a consideration which Sale is less than the Minimum Sales Price (such fair market value event, the “Downside Triggering Event”), Seller shall then within five (5) business days after such Downside Triggering Event (x) deliver a written notice (the “Downside Triggering Notice”) to Buyer stating (i) that a Downside Triggering Event has occurred as of a date specified in such notice, (ii) the aggregate amount of consideration (in any form) received by Seller as of the date of the Downside Triggering Event in connection with or as a result of the Sale of all of the Issued Shares (the “Aggregate Consideration”) and also (iii) the amount by which the Aggregate Consideration is less than the Purchase Minimum Sales Price then (the “Difference”). Until the Expiration Date, upon the valid delivery of a Downside Triggering Notice, Seller shall have the right to retain all amounts received in effectconsideration for any Existing Inventory that is Sold in an Acceptable Transaction in an amount up to, then there shall be only one such but not exceeding, an amount equal to the Difference. (c) The parties agree to treat any adjustment by reason of such issuance, such pursuant to this Section 1.08 as an adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustmentstax purposes.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Preferred Stock or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans listed in the Public Documents or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act ReportsPublic Documents) at an effective purchase price per share which is less than the Purchase Price then in effect or and less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and Warrants; provided, however, there shall be no reduction of the Purchase Price for such issuances or sales at any time from ___________, 1997 through the term of this Warrant in an aggregate (i.e., not per transaction) amount of up to $7,000,000 provided that such issuance or sale is completed at an effective purchase price per share of at least 85% of the fair market value of the Common Stock on the trading day next preceding such issue or sale. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Buyer.