Upon Issuance of Common Stock. If the Company shall, at any time ----------------------------- or from time to time after the Original Issuance Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than shares of Series A Preferred Stock, Series B Preferred Stock or Excluded Stock, without consideration or for consideration per share less than either (x) the Exercise Price or (y) the Fair Value of the Common Stock, in effect immediately prior to the issuance of such Common Stock or securities, then such Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (i) the Exercise Price in effect immediately prior to the issuance of such Common Stock or securities by (ii) a fraction of which (x) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance and (y) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to the date of such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Exercise Price or the Fair Value per share of Common Stock. For purposes of this Section 4, "fully diluted basis" shall be determined in accordance with the treasury method of GAAP.

Upon Issuance of Common Stock. If, at any time or from time to time after the Original Issue Date, the Company shall issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than Excluded Stock, without consideration or for consideration per share less than either (x) the Exercise Price in effect immediately prior to such issuance or (y) the Fair Market Value per share of the Common Stock immediately prior to such issuance, then such Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (i) the Exercise Price in effect immediately prior to the issuance of such Common Stock, options, rights or securities by (ii) a fraction of which (x) the numerator shall be the sum of (A) the number of shares of Common Stock Outstanding on a fully-diluted basis immediately prior to such issuance and (B) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Exercise Price in effect immediately prior to such issuance or the Fair Market Value per share of Common Stock and (y) the denominator shall be the number of shares of Common Stock Outstanding on a fully-diluted basis immediately after such issuance.

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, issue any shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities (other than Excluded Stock) for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Common Stock or securities, then the Exercise Price shall be lowered to a price equal to the price obtained by multiplying: (a) the Exercise Price in effect immediately prior to the issuance of such Common Stock, options, rights or securities by (b) a fraction of which (x) the numerator shall be the sum of (i) the number of shares of Common Stock Outstanding on a fully-diluted basis immediately prior to such issuance, and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the Exercise Price in effect immediately prior to such issuance, and (y) the denominator shall be the number of shares of Common Stock Outstanding on a fully-diluted basis immediately after such issuance. For purposes of this Section 4, (x) “fully diluted basis” shall be determined in accordance with the treasury stock method of computing fully diluted earnings per share in accordance with GAAP. Additionally, for the purposes of any adjustment of the Exercise Price pursuant to this Section 4.4, the following provisions shall be applicable: (i) In the case of the issuance of Common Stock for cash in a public offering or private placement, the consideration shall be deemed to be the amount of cash paid therefor before deducting therefrom any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance and sale thereof. (ii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Value thereof. (iii) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock (including convertible preferred stock), or options to purchase or rights to subscribe for such convertible or exchangeable securities (except for...

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time on or before the Expiration Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities (in each case, other than an issuance of Excluded Securities (as defined below)) in any transaction approved by a majority of the disinterested members of the board of directors of the Company without consideration or for consideration per share less than the Fair Market Value, then the Exercise Price shall forthwith be lowered (but not increased) to a price equal to the price obtained by multiplying:

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time after the Original Issuance Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than shares of Series B Preferred Stock issued to the Purchaser or Excluded Securities, without consideration or for consideration per share less than either (a) the Exercise Price or (b) the Fair Value of the Common Stock, in each case, in effect immediately prior to the issuance of such Common Stock or securities, then such Exercise Price shall forthwith be adjusted to a price equal to the lower of (x) the Exercise Price in effect immediately prior thereto, or (y) the lowest consideration per share for which such shares of Common Stock or such options, rights or convertible or exchangeable securities are issued (plus the additional consideration required to be paid upon exercise, exchange or conversion of such options, rights or convertible or exchangeable securities).

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time after April 14, 2000, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than Series D Preferred Stock or Excluded Securities, without consideration or for consideration per share less than either (x) the Conversion Price in effect immediately prior to the issuance of such Common Stock or securities or (y) the Daily Market Price of the Common Stock on the Business Day on which the pricing of such issuance occurs, then the Conversion Price shall forthwith be adjusted to a price equal to the lower of (I) the Conversion Price in effect immediately prior thereto, or (II) the lowest consideration per share for which such shares of Common Stock or such options, rights or convertible or exchangeable securities are issued (plus the additional consideration required to be paid upon exercise, exchange or conversion of such options, rights or convertible or exchangeable securities).

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date and on or before the Expiration Date, issue any shares of capital stock, options to purchase or rights to subscribe for capital stock, securities by their terms convertible into or exchangeable for capital stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities without consideration or for consideration per share less than the higher of (x) $2.69 (the "Per Share Purchase Price") and (y) the Fair Market Value per share of the Common Stock at the time of such issuance, then the Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (i) the Exercise Price in effect immediately prior to the issuance of such Common Stock, options, rights or securities by (ii) a fraction of which (x) the numerator shall be the sum of (A) the number of shares of Common Stock Outstanding on a fully diluted basis immediately prior to such issuance and (B) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Per Share Purchase Price or the Fair Market Value per share of Common Stock immediately prior to such issuance and (y) the denominator shall be the number of shares of Common Stock Outstanding on a fully diluted basis immediately after such issuance. The provisions of this Section 4.1 shall not apply to any issuance of Excluded Stock and no adjustment shall be required pursuant to this Section 4.1 with respect thereto.

Upon Issuance of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, issue to any Person other than the Holder or any of its Affiliates any shares of Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than Excluded Stock, without consideration or for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Common Stock, then such Exercise Price shall forthwith be lowered to a price equal to the consideration per share for which such Common Stock, securities or options were issued.

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