Common use of Adjustment for Convertible Securities Issue Clause in Contracts

Adjustment for Convertible Securities Issue. If Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' = E x O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 4.2 and 8.3 hereof 4.3) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Closing Price per share on the date of issuance of such securities, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: C - E' = E x O + M ----- O + D where: E' N’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to the Exercise Price which what it would then be in effect have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. (a) If Holdings the Company issues any securities convertible into or exchangeable for shares of Class A Common Stock (other than securities issued in transactions described in for which adjustments are made pursuant to Sections 8.2 4.03 and 8.3 hereof 4.04) for a consideration per share of Class A Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Index Price shall be adjusted in accordance with this formula: C - P --- O + M E' = E x O + M ----- --------- O + D where: E' = the adjusted Exercise Index Price. E = the then current Exercise Index Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. . (b) The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. conversion or exchange. (c) If all of the Class A Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Index Price shall promptly be readjusted upon such conversion or exchange to the Exercise Index Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Class A Common Stock issued upon conversion or exchange of such securities. (d) This Section 4.06 does not apply to convertible securities issued in lieu of Class A Common Stock to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' = E x E'= Ex O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E(1) = E x O + M E ----- O + D A where: E' E(1) = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.such

Adjustment for Convertible Securities Issue. If Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C P - E' = E x O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). C P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This Section 8.5 does not apply to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof hereof) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C P - E' = E x O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). C P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This Section 8.5 does not apply to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Current Market Price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P O + -- M E' = E x O + M ----- ------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of all classes of Common Stock outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares of all classes of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If (i) all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, or (ii) the exercise price per share for which shares of Common Stock are issuable pursuant to such securities shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon the occurrence of a specified date or event, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of, in the case of clause (i) above, the actual number of shares of Common Stock issued upon conversion or exchange of such securitiessecurities or, in the case of clause (ii) above, the exercise price per share, as so increased or decreased, as the case may be. This subsection (e) does not apply to: (1) any of the transactions described in subsections (b) or (c) of this SECTION 10; (2) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger; (3) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting; or (4) convertible securities issued to financial institutions or investors other than WSS substantially concurrently with the making of a bona fide loan to the Company as an additional inducement to the making of such loan, if such convertible securities would otherwise be covered by this subsection (e).

Adjustment for Convertible Securities Issue. If Holdings Maker issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the Exercise applicable Conversion Price shall be adjusted in accordance with this the formula: C - P O + E E' ’ = E x O + M ----- ---------------- O + D where: E' ’ = the adjusted Exercise Conversion Price. E = the then current Exercise Conversion Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the Exercise applicable Conversion Price shall promptly be readjusted to the Exercise applicable Conversion Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ----- O + M E' = E x O + M ----- ---------------- O + D where: E' = E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.the

Adjustment for Convertible Securities Issue. If Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E1 = E x O + M ----- O + E ------ D where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' = E x P --- O + M ----- E'= E x -------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to convertible securities issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 4.2 and 8.3 hereof 4.3) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Closing Price per share on the date of issuance of such securities, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: C - E' N’ = E N x O + M ----- D O + D P/M where: E' N’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to the Exercise Price which what it would then be in effect have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If Holdings issues ------------------------------------------- any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C P - E' = E x O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). C P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E1 = E x O + M E ----- O + D A where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.such

Adjustment for Convertible Securities Issue. If Holdings the Company issues any -------------------------------------------- securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than (x) $4.50 per share of Common Stock or (y) the Fair Value Current Market Price per share on the date of issuance of such securities, the Exercise Price Rate shall be adjusted in accordance with this the formula: C - E' = E x O + M N --------- N x P ----- O + D M where: E' = the adjusted Adjusted Exercise PriceRate. E = the then current Exercise PriceRate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). C = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the greater of (i) $4.50 per share of Common Stock or (ii) the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Price Rate shall promptly be readjusted to the Exercise Price Rate which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (d) does not apply to: (1) convertible securities issued to stockholders of any Person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger, (2) convertible securities that are otherwise provided for by subsections (a), (b), (c) or (d) of this Section 10.

Adjustment for Convertible Securities Issue. If Holdings Maker issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the Exercise applicable Conversion Price shall be adjusted in accordance with this the formula: C - P ------ O + E E' ’ = E x O + M ----- ---------------- O + D where: E' ’ = the adjusted Exercise Conversion Price. E = the then current Exercise Conversion Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the Exercise applicable Conversion Price shall promptly be readjusted to the Exercise applicable Conversion Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Capital Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Capital Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ------- O + M E' = E x O + M ----- ----------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Capital Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Capital Stock issued upon conversion or exchange of such securities.