Common use of Superseding Adjustments Clause in Contracts

Superseding Adjustments. If, at any time any adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants shall have been made pursuant to subsection 2(3) as the result of any issuance of Convertible Securities, (A) the right of conversion, exchange or exercise with respect to all or a portion of such Convertible Securities shall have expired, shall not have been exercised or shall be treated as having been cancelled or acquired by the Company, or (B) the consideration per share of Common Stock issuable pursuant to the terms of such Convertible Securities shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreased, solely by virtue of provisions therein contained for an automatic decrease in such consideration per share, or automatic increase in such number of shares, upon the occurrence of a specified date or event, then (i) such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation, and (ii) a recomputation shall be made of the effect of such Convertible Securities on the basis of (C) treating the number of Additional Shares of Common Stock or other property (if any) theretofore actually issued or issuable pursuant to any previous conversion, exchange or exercise (as the case may be) of any such Convertible Securities as having been issued on the date or dates of any such conversion, exchange or exercise and for the consideration actually received and receivable therefor, and (D) treating any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease (as the case may be) whereupon a new adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants, and of the Exercise Price, shall be made on the basis pursuant to the appropriate provisions of this Section 2, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustments. If, at any time any adjustment of If the number of shares of Common Stock issuable upon exercise Exercise Price of the Warrants shall have been made pursuant to subsection 2(3) as the result of any issuance of Convertible Securities, (A) the right of conversion, exchange or exercise with respect to all or a portion of such Convertible Securities shall have expired, shall not have been exercised or shall be treated as having been cancelled or acquired by the Company, or (B) the consideration per share of Common Stock issuable pursuant to the terms of such Convertible Securities shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreasedincreased, solely by virtue of provisions therein contained for an automatic decrease increase in such consideration per share, or automatic increase in such number of shares, upon the occurrence of a specified date or event, then the Company shall provide Monsun with notice of such event, in accordance with Section 2(8) and provide Monsun with ten business days (as measured from the date such written notice is sent to Monsun) to exercise this Warrant under the Exercise Price established under Section 2(3) of this Warrant. If Monsun does not exercise or exercises only in part this Warrant during such period of time, then to the extent the Warrant has not previously been exercised (i) such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation, and (ii) a recomputation shall be made of the effect of such Convertible Securities on the basis of (C) treating the number of Additional Shares of Common Stock or other property (if any) theretofore actually issued or issuable pursuant to any previous conversion, exchange or exercise (as the case may be) of any such Convertible Securities as having been issued on the date or dates of any such conversion, exchange or exercise and for the consideration actually received and receivable therefor, and (D) treating any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease (as the case may be) and whereupon a new adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants, and of the Exercise Price, Price shall be made with respect to the portion of the Warrant that has not been exercised on the basis pursuant to the appropriate provisions of this Section 2, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustments. If, at any time after any adjustment of the number of shares of Common Conversion Price at which the Series A Preferred Stock issuable upon exercise of the Warrants is convertible shall have been made pursuant to subsection 2(3Section 5(d)(iii) as the a result of any issuance of warrants, rights or Convertible Securities, (A) such warrants or rights, or the right of conversionconversion or exchange in such other Convertible Securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange or exercise with respect to all or a portion of such other Convertible Securities shall have expiredSecurities, as the case may be, shall not have been exercised or shall be treated as having been cancelled or acquired by the Companyexercised, or (B) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants or rights, or the terms of such other Convertible Securities Securities, shall be increased or decreased, or (to an amount greater than that which triggered the number adjustment of shares of Common Stock issuable the Conversion Price pursuant to such terms shall be increased or decreased, Section 5(d)(iii)) solely by virtue of provisions therein contained for an automatic decrease increase in such consideration per share, or automatic increase in such number of shares, share upon the occurrence of a specified date or event, then (i) such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, and (ii) a recomputation shall be made of the effect of such warrants or rights or other Convertible Securities on the basis of (C) treating the number of Additional Shares of Common Stock or other property (property, if any) , theretofore actually issued or issuable pursuant to any the previous conversion, exchange or exercise (as the case may be) of any such Convertible Securities warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such conversion, exchange or exercise and for the consideration actually received and receivable therefor, and (D) treating any such warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Stock or decrease (as the case may be) other property are issuable under such warrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Conversion Price at which the Series A Preferred Stock issuable upon exercise of the Warrants, and of the Exercise Price, is convertible shall be made on the basis pursuant to the appropriate provisions of this Section 2made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustments. If, at any time any adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants shall have been made pursuant to subsection 2(32(C) as the result of any issuance of Convertible Securities, (A1) the right of conversion, exchange or exercise with respect to all or a portion of such Convertible Securities shall have expired, shall not have been exercised or shall be treated as having been cancelled or acquired by the Company, or (B2) the consideration per share of Common Stock issuable pursuant to the terms of such Convertible Securities shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreased, solely by virtue of provisions therein contained for an automatic decrease in such consideration per share, or automatic increase in such number of shares, upon the occurrence of a specified date or event, then (i) such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation, and (ii) a recomputation shall be made of the effect of such Convertible Securities on the basis of (C3) treating the number of Additional Shares of Common Stock or other property (if any) theretofore actually issued or issuable pursuant to any previous conversion, exchange or exercise (as the case may be) of any such Convertible Securities as having been issued on the date or dates of any such conversion, exchange or exercise and for the consideration actually received and receivable therefor, and (D4) treating any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease (as the case may be) whereupon a new adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants, and of the Exercise Price, shall be made on the basis pursuant to the appropriate provisions of this Section 2, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustments. If, at any time after any adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants Current Warrant Price shall have been made pursuant to subsection 2(3by reason of the provisions of section 4.2(b)(iii) as or section 4.2(b)(iv) hereof on the result basis of any the granting of certain rights, warrants or options or the issuance of certain Convertible Securities, (A) , or after any new adjustment of the Current Warrant Price shall have been made with respect to such rights, warrants or options or Convertible Securities by reason of the provisions of this section 4.2(b)(v), such rights, warrants or options or the right of conversionconversion or exchange in any such Convertible Securities shall expire, and all or a portion of such rights, warrants or options, or the right of conversion or exchange or exercise with in respect to of all or a portion of such Convertible Securities shall have expiredSecurities, as the case may be, shall not have been exercised or shall be treated as having been cancelled or acquired by the Company, or (B) the consideration per share of Common Stock issuable pursuant to the terms of such Convertible Securities shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreased, solely by virtue of provisions therein contained for an automatic decrease in such consideration per share, or automatic increase in such number of shares, upon the occurrence of a specified date or eventexercised, then (i) such previous adjustment shall be rescinded and annulled annulled, and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, and (ii) a recomputation shall be made of the effect of issuance of such rights, warrants or options or such Convertible Securities on the basis of (CA) treating the number of Additional Shares shares of Common Stock or other property (Stock, if any, theretofore actually issued pursuant to the exercise of such expired rights, warrants or options, or such expired right of conversion or exchange, as having been issued as of the date of the granting of such rights, warrants or options or the date of issuance of such Convertible Securities for the consideration actually received therefor (computed as provided in section 4.2(b)(vii) theretofore hereof), and (B) deeming the maximum number of shares of Common Stock, if any, thereafter issuable pursuant to the conversion or exchange of any Convertible Securities actually issued or issuable pursuant to any previous conversion, exchange or the exercise (as the case may be) of any such Convertible Securities as having been issued on the date or dates of any such conversion, exchange or exercise and for the consideration actually received and receivable therefor, and (D) treating any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase rights or decrease options (as the case may be) whereupon a new adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants, and of the Exercise Price, shall be made on the basis pursuant computed without regard to the appropriate provisions possible future effect of this Section 2, which new adjustment shall supersede the previous adjustment so rescinded and annulled.anti-dilution

Superseding Adjustments. If, at any time after any adjustment of ----------------------- the number of shares of Common Stock issuable upon exercise of the Warrants Current Warrant Price shall have been made pursuant to subsection 2(3by reason of the provisions of (S)4.2(b)(iii) as or (S)4.2(b)(iv) hereof on the result basis of any the granting of certain rights, warrants or options or the issuance of certain Convertible Securities, , or after any new adjustment of the Current Warrant Price shall have been made with respect to such rights, warrants or options or Convertible Securities by reason of the provisions of this (A) S)4.2(b)(v), such rights, warrants or options or the right of conversionconversion or exchange in any such Convertible Securities shall expire, and all or a portion of such rights, warrants or options, or the right of conversion or exchange or exercise with in respect to of all or a portion of such Convertible Securities shall have expiredSecurities, as the case may be, shall not have been exercised or shall be treated as having been cancelled or acquired by the Company, or (B) the consideration per share of Common Stock issuable pursuant to the terms of such Convertible Securities shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreased, solely by virtue of provisions therein contained for an automatic decrease in such consideration per share, or automatic increase in such number of shares, upon the occurrence of a specified date or eventexercised, then (i) such previous adjustment shall be rescinded and annulled annulled, and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, and (ii) a recomputation shall be made of the effect of issuance of such rights, warrants or options or such Convertible Securities on the basis of (CA) treating the number of Additional Shares shares of Common Stock or other property (Stock, if any, theretofore actually issued pursuant to the exercise of such expired rights, warrants or options, or such expired right of conversion or exchange, as having been issued as of the date of the granting of such rights, warrants or options or the date of issuance of such Convertible Securities for the consideration actually received therefor (computed as provided in (S)4.2(b)(vii) theretofore hereof), and (B) deeming the maximum number of shares of Common Stock, if any, thereafter issuable pursuant to the conversion or exchange of any Convertible Securities actually issued or issuable pursuant to any previous conversion, exchange the exercise of such rights or exercise options (as computed without regard to the case may bepossible future effect of anti-dilution provisions) of any such Convertible Securities as having been issued on as of the date of the granting of such rights or dates of any such conversion, exchange or exercise options and for the consideration actually Presumed Consideration deemed to have been received and receivable therefor, and (D) treating any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease (as the case may be) whereupon a date; and on such basis, such new adjustment adjustment, if any, of the number of shares of Common Stock issuable upon exercise of the Warrants, and of the Exercise Price, Current Warrant Price shall be made on the basis as may be required by (S)4.2(a) hereof, which new adjustment shall take into account a recomputation of all adjustments made pursuant to the appropriate provisions of this Section 24 subsequent to the date of the granting of such rights, warrants or options or the date of issuance of such Convertible Securities, and which new adjustment shall supersede the previous adjustment so rescinded and annulledannulled and all such subsequent adjustments for all subsequent exercises of Warrants.

Superseding Adjustments. If, at any time any after an adjustment of the number of shares of Common Stock Warrant Units issuable upon exercise of the Warrants a Warrant shall have been made pursuant to subsection 2(3the foregoing SECTION 3(e) as on the result basis of any issuance of Convertible Securitieswarrants or other rights, or of convertible securities, or after an adjustment of the number of Warrant Units issuable upon exercise of a Warrant shall have been made pursuant to this SECTION 3(f), (Ai) such warrants or rights, or the conversion right of conversionin such convertible securities, exchange or exercise with respect to all or shall expire and a portion of such Convertible Securities shall have expired, thereof shall not have been exercised or shall be treated converted, as having been cancelled or acquired by the Companycase may be, orand/or (Bii) the consideration per share of unit for which Common Stock Units are issuable pursuant to the terms such warrants or rights, or upon conversion of such Convertible Securities convertible securities, shall be increased or decreased, or the number of shares of Common Stock issuable pursuant to such terms shall be increased or decreased, solely by virtue of provisions therein contained for an automatic decrease in such consideration per share, or automatic increase in such number consideration upon the arrival of shares, upon a specified date or the occurrence of a specified date or event, then (i) such previous adjustment shall be rescinded and annulled annulled, and the Additional Shares of additional Common Stock which were Units deemed to have been issued by virtue of the computation made in connection with the such adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation, and (ii) issued. Thereupon a recomputation re-computation shall be made of as to the effect of such Convertible Securities warrants, rights or convertible securities, on the basis of (Ciii) treating the number of Additional Shares of additional Common Stock or other property (Units, if any) , theretofore actually issued or issuable pursuant to any previous conversion, exchange such exercise or exercise (as the case may be) of any such Convertible Securities conversion as having been issued on the date or dates of any such conversion, exchange exercise or exercise and conversion for the consideration actually received and or receivable therefor, and (Div) treating any such Convertible Securities warrants or rights or any such convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per unit for which Common Units are issuable under such warrants, rights or decrease (as convertible securities; and, if and to the case may be) whereupon extent called for by the foregoing provisions of this SECTION 3 on the basis aforesaid, a new adjustment of the number of shares of Common Stock Warrant Units issuable upon exercise of the Warrants, and of the Exercise Price, a Warrant shall be made on the basis pursuant to the appropriate provisions of this Section 2made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.