Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to the Company’s stock option or compensation plans and Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, and immediately prior to, such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, to a price (rounded to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D), all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to (A) If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Company shall at any time after the Company’s stock option or compensation plans and Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C4(d)(ii) but excluding shares issued as a dividend or distribution as provided in Section 4(g) or upon a stock split or combination as provided in Section 4(e)), deemed to be issued) without consideration, or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion average Closing Price in effect on per share of Common Stock for the ten (10) consecutive trading days immediately preceding the date of, and immediately prior to, of such issueissue (the "MARKET PRICE"), then and in such event, such the Conversion Price shall be reduced, concurrently with such issueissuance, to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at the Market Price per share of Common Stock on the date immediately prior to such Conversion Price, issue and (y) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance plus (2) the number of such Additional Shares of Common Stock so issued. For . (B) If the purposes of this Section 3(e)(iv)(D), all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, Company shall be deemed to be outstanding, and immediately at any time after any the Issue Date issue Additional Shares of Common Stock are (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3(e)(iv)(C4(d)(ii), but excluding shares issued as a dividend or distribution as provided in Section 4(g) or upon a stock split or combination as provided in Section 4(e)), for a consideration per share less than the Conversion Price (as adjusted) on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, concurrently with such issuance, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase if the amount paid for such shares was equal to the Conversion Price and the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance plus (2) the number of such Additional Shares of Common Stock so issued. (C) If the Company shall be at any time after the Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be outstandingissued pursuant to Section 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in Section 4(g) or upon a stock split or combination as provided in Section 4(e)), for a consideration per share that is less than the Fair Market Value and less than the Conversion Price (as adjusted), in each case on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, to equal the lesser of (a) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(a) or (b) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(b). Notwithstanding the foregoing, the applicable Conversion Price shall not be reduced if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more. No adjustment of the Conversion Price pursuant to this Section 4(d) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to (1) In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C3.3(d)(iii), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Seed Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Seed Conversion Price shall be reduced, concurrently with such issueissue in order to increase the number of shares of Common Stock into which the Seed Preferred Stock is convertible, to a price (rounded calculated to the nearest cent) determined by multiplying such dividing (A) (i) the Seed Conversion Price in effect immediately prior to such issue multiplied by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of (including shares of Common Stock which issuable upon conversion of any outstanding Options, Convertible Securities and shares of Preferred Stock), plus (ii) the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Priceissued, and by (yB) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Options, Convertible Securities and shares of Preferred Stock), plus (ii) the total number of such Additional Shares of Common Stock so issued. For , provided that the purposes Seed Conversion Price shall not be so reduced at such time if the amount of this such reduction would be an amount less than $0.01, but any such amount shall be carried forward and any reduction with respect thereto shall be made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or more. (2) In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3(e)(iv)(D3.3(d)(iii)) without consideration or for a consideration per share less than the Series A Conversion Price in effect on the date of and immediately prior to such issue, all then and in such event, the Series A Conversion Price shall be reduced, concurrently with such issue in order to increase the number of shares of Common Stock into which the Series A Preferred Stock is convertible, to a price (calculated to the nearest cent) determined by dividing (A) (i) the Series A Conversion Price in effect immediately prior to such issue multiplied by the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon exercise conversion of any outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion shares of Convertible Securities following exercise Preferred Stock), plus (ii) the aggregate consideration received by the Corporation for the total number of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant so issued, by (B) (i) the number of shares of Common Stock outstanding immediately prior to Section 3(e)(iv)(Csuch issue (including shares of Common Stock issuable upon conversion of any outstanding Options, Convertible Securities and shares of Preferred Stock), plus (ii) the total number of such Additional Shares of Common Stock so issued, provided that the Series A Conversion Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and any reduction with respect thereto shall be made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or more. (3) In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be outstandingissued pursuant to Section 3.3(d)(iii)) without consideration or for a consideration per share less than the Series B Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Series B Conversion Price shall be reduced, concurrently with such issue in order to increase the number of shares of Common Stock into which the Series B Preferred Stock is convertible, to a price (calculated to the nearest cent) determined by dividing (A) (i) the Series B Conversion Price in effect immediately prior to such issue multiplied by the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Options, Convertible Securities and shares of Preferred Stock), plus (ii) the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued, by (B) (i) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Options, Convertible Securities and shares of Preferred Stock), plus (ii) the total number of such Additional Shares of Common Stock so issued, provided that the Series B Conversion Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and any reduction with respect thereto shall be made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and , at any time after the Original Issue Date shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C4.d(iii), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the applicable Conversion Price in effect on the date of, of and immediately prior to, to such issue, then then, and in such event, such the applicable Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue issuance plus the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price in effect immediately prior to such Conversion Priceissuance, and (y) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue issuance plus the number of such Additional Shares of Common Stock so issued. For the purposes purpose of this Section 3(e)(iv)(D)the above calculation, all the number of shares of Common Stock issuable upon exercise outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all shares of outstanding Options, upon conversion of Preferred Stock and all outstanding Convertible Securities had been fully converted into shares of Common Stock and upon conversion any outstanding warrants, outstanding options or other rights outstanding for the purchase of Convertible Securities following exercise shares of outstanding Options thereforstock or convertible securities had been fully exercised (and the resulting securities fully converted into shares of Common Stock, shall be deemed to be outstandingif so convertible) as of such date. For the purposes of adjusting the applicable Conversion Price of a series of Preferred Stock, and immediately after any the grant, issue or sale of Additional Shares of Common Stock are deemed consisting of the same class of security and warrants to purchase such security issued pursuant to Section 3(e)(iv)(C), such or issuable at the same price at two or more closings held within a six (6) month period shall be aggregated and shall be treated as one sale of Additional Shares of Common Stock shall be deemed to be outstandingoccurring on the earliest date on which such securities were granted, issued or sold.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Company shall at any time after the Company’s stock option or compensation plans and Original Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issuedissued pursuant to subsection 6(d)(iii), but excluding shares issued upon a stock split or combination as provided in subsection 6(e) or as a dividend or distribution as provided in subsection 6(f)) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Dilution Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, issue to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (xa) the numerator of which shall be (1) the number of shares of Common Stock deemed outstanding (as provided below) immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion an amount equal to the Dilution Price, ; and (yb) the denominator of which shall be (1) the number of shares of Common Stock deemed outstanding (as provided below) immediately prior to such issue plus (2) the number of such Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which this Section 3(e)(iv)(D)Note could be converted if fully converted on the day immediately preceding the given date, all and (C) the number of shares of Common Stock issuable upon the full exercise of outstanding Options, upon Rights and the full conversion of outstanding Convertible Securities and upon conversion or exchange of Convertible Securities following exercise (other than this Note) outstanding on the day immediately preceding the given date. Notwithstanding the foregoing, the applicable Conversion Price shall not be reduced if the amount of outstanding Options thereforsuch reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstandingaggregate $.01 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to (a) If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Company shall at any time after the Company’s stock option or compensation plans and Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issuedissued pursuant to Subsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in subsection 4(f) or upon a stock split or combination as provided in subsection 4(e)), without consideration, or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect Fair Market Value per share of Common Stock on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issueissuance, to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding outstanding, on a fully diluted basis, immediately prior to such issue issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, the Fair Market Value per share of Common Stock and (y) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance plus (2) the number of such Additional Shares of Common Stock so issued. For . (b) If the purposes of this Section 3(e)(iv)(D), all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, Company shall be deemed to be outstanding, and immediately at any time after any the Issue Date issue Additional Shares of Common Stock are (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3(e)(iv)(CSubsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in subsection 4(f) or upon a stock split or combination as provided in subsection 4(e)) for a consideration per share less than the Conversion Price (as adjusted) on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, concurrently with such issuance, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding, on a fully diluted basis, immediately prior to such issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase if the amount paid for such shares was equal to the Conversion Price and the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance plus (2) the number of such Additional Shares of Common Stock so issued. (c) If the Company shall be at any time after the Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be outstandingissued pursuant to Subsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in subsection 4(f) or upon a stock split or combination as provided in subsection 4(e)) for a consideration per share that is less than the Fair Market Value and less than the Conversion Price (as adjusted), in each case on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, to equal the lesser of (a) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(a) or (b) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(b). Notwithstanding the foregoing, the applicable Conversion Price shall not be reduced if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B)event this Corporation, aboveat any time after the Original Issue Date, except for Options issued pursuant to the Company’s stock option or compensation plans and shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) 4 without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Series E Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Series E Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the Series E Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Series E Conversion PricePrice in effect immediately prior to such issuance, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes purpose of this Section 3(e)(iv)(D)the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all shares of Series E Preferred and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable upon exercise with respect to shares of Series E Preferred, Convertible Securities, or outstanding Options, upon solely as a result of the adjustment of the Series E Conversion Price (or other conversion ratio) resulting from the issuance of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any the Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in question.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to (A) If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Company shall at any time after the Company’s stock option or compensation plans and Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issuedissued pursuant to Subsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in Subsection 4(f) or upon a stock split or combination as provided in Subsection 4(e) or in respect of which an adjustment is made pursuant to Subsection 4(g), (h) or (i)), without consideration, or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect Fair Market Value per share of Common Stock on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issueissuance, to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding outstanding, on a fully diluted basis, immediately prior to such issue issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, the Fair Market Value per share of Common Stock and (y) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding outstanding, on a fully diluted basis, immediately prior to such issue issuance plus (2) the number of such Additional Shares of Common Stock so issued. For . (B) If the purposes of this Section 3(e)(iv)(D), all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, Company shall be deemed to be outstanding, and immediately at any time after any the Issue Date issue Additional Shares of Common Stock are (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3(e)(iv)(CSubsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in Subsection 4(f) or upon a stock split or combination as provided in Subsection 4(e) or in respect of which an adjustment is made pursuant to Subsection 4(g), (h) or (i)) for a consideration per share less than the Conversion Price (as adjusted) on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, concurrently with such issuance, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding, on a fully diluted basis, immediately prior to such issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase if the amount paid per share for such shares was equal to the Conversion Price and the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding, on a fully diluted basis, immediately prior to such issuance plus (2) the number of such Additional Shares of Common Stock so issued. (C) If the Company shall be at any time after the Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be outstandingissued pursuant to Subsection 4(d)(ii), but excluding shares issued as a dividend or distribution as provided in Subsection 4(f) or upon a stock split or combination as provided in Subsection 4(e) or in respect of which an adjustment is made pursuant to Subsection 4(g), (h) or (i)) for a consideration per share that is less than the Fair Market Value and less than the Conversion Price (as adjusted), in each case on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, to equal the lesser of (A) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(A) or (B) the Conversion Price as adjusted pursuant to Section 4(d)(iii)(B). Notwithstanding the foregoing, the applicable Conversion Price shall not be reduced if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.0l or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to the limitation set forth in this Section 3(e)(iv)(B7(d)(iii), aboveif at any time or from time to time after the Series E Original Issue Date, except for Options the Corporation should issue or be deemed to have issued pursuant to the Company’s stock option or compensation plans and Additional Shares of Common Stock issued pursuant to the conversion without consideration or exercise of Convertible Securities outstanding as of the date hereof, if Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) for a consideration per share (computed on an as-converted to Common Stock basis) less than the applicable Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price or Series E Conversion Price in effect on the date of, and immediately prior to, to such issue, then and in such eventSeries A Conversion Price, such Series B Conversion Price, Series C Conversion Price, Series D Conversion Price or Series E Conversion Price, as applicable, shall be reduced, reduced concurrently with such issue, issue to a price (rounded to the nearest cent) determined by multiplying such the applicable Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price or Series E Conversion Price in effect immediately prior to such issuance or sale by a fraction, : (x1) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue of Additional Shares of Common Stock, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing Series A Conversion Price, and Series B Conversion Price, Series C Conversion Price, Series D Conversion Price or Series E Conversion Price, as applicable, and (y2) the denominator of which shall be the number of shares of Common Stock deemed outstanding immediately prior to such issue of Additional Shares of Common Stock plus the total number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D)the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be calculated on a fully diluted basis, as if all then outstanding shares of Series Preferred, and all Convertible Securities, had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants or Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable upon exercise with respect to shares of outstanding Series Preferred, Convertible Securities or Options, upon solely as a result of the adjustment of the respective conversion prices (or other conversion ratios) resulting from the issuance of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are causing such adjustment. Notwithstanding anything to the contrary in this Fifth Amended and Restated Certificate of Incorporation, if at any time or from time to time after the Series E Original Issue Date but before the Trigger Date, the Corporation should issue or be deemed to have issued pursuant more than 10,000 Additional Shares of Common Stock without consideration or for a consideration per share less than the Series E Conversion Price in effect immediately prior to Section 3(e)(iv)(C)such issue, such Series E Conversion Price shall be reduced concurrently with such issue to the consideration per share received by the Corporation for such issue or deemed issue of the Additional Shares of Common Stock; provided that if such issuance or deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of $.001 of consideration for all such Additional Shares of Common Stock shall be issued or deemed to be outstandingissued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B)event the Corporation, above, except for Options issued pursuant to at any time after the Company’s stock option or compensation plans and Original Issue Date shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(CC.3(d)(iii), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, (1) if such issuance occurs prior to the first anniversary of the Original Issue Date, to a price equal to the price per share of such issue, or (2) if such issuance occurs on or after the first anniversary of the Original Issue Date, to a price (rounded calculated to the nearest cent) ), determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion PricePrice in effect immediately prior to such issuance, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes purpose of this Section 3(e)(iv)(D)the above calculation, all the number of shares of Common Stock issuable upon exercise outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all shares of outstanding Options, upon conversion of outstanding Series A Preferred Stock and all Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any Additional Shares had been fully converted into shares of Common Stock are deemed issued pursuant immediately prior to Section 3(e)(iv)(C)such issuance and any outstanding warrants, options or other rights for the purchase of shares of stock or convertible securities had been fully executed immediately prior to such Additional Shares issuance (and the resulting securities fully converted into shares of Common Stock shall be deemed to be outstandingStock, if so convertible) as of such date.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event that the Company’s stock option or compensation plans and Company shall at any time after the Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C4(a)(iii) but excluding shares issued as a dividend or distribution as provided in Section 4(c) hereof or upon a stock split or combination as provided in Section 4(b) hereof)), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, reduced concurrently with such issue, issue to a price (rounded calculated to the nearest cent) determined by multiplying such the Conversion Price by a fraction, (xA) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such the Conversion Price, and (yB) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D); provided, all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and that immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C4(a)(iii) and the Conversion Price has been appropriately adjusted pursuant to this Section 4(a)(iv), then such Additional Shares of Common Stock shall be deemed to be outstandingoutstanding for all subsequent applications of this Section 4(a)(iv). Notwithstanding the foregoing, the applicable Conversion Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B)event this Corporation, aboveat any time after the Original Issue Date, except for Options issued pursuant to the Company’s stock option or compensation plans and shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) 4 without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Series D Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Series D Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the Series D Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Series D Conversion PricePrice in effect immediately prior to such issuance, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes purpose of this Section 3(e)(iv)(D)the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all shares of Series D Preferred and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable upon exercise with respect to shares of Series D Preferred, Convertible Securities, or outstanding Options, upon solely as a result of the adjustment of the Series D Conversion Price (or other conversion ratio) resulting from the issuance of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed to be outstanding, and immediately after any the Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in question.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) issued pursuant to Subsection 4(d)(iii)), without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the applicable Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, ; and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For ; provided that, for the purposes purpose of this Section 3(e)(iv)(DSubsection 4(d)(iv), all shares of Common Stock issuable upon exercise of outstanding Options, upon conversion of shares of Series Preferred Stock outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of outstanding Options therefor, immediately prior to such issue shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(CSubsection 4(d)(iii) (whether or not excluded from the definition of “Additional Shares of Common Stock” by virtue of clauses (II), (III) and (IV) of Subsection 4(d)(i)(D)), such Additional Shares of Common Stock shall be deemed to be outstanding; provided further, that in the event the Corporation, without receiving any consideration, declares a dividend on Common Stock payable in Common Stock or effects a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, the Conversion Price in effect immediately prior to such stock dividend or subdivision shall, on the date that Additional Shares of Common Stock are deemed issued pursuant to Subsection 4(d)(iii)(B), be decreased proportionately; and provided further, that the applicable Conversion Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall at any time after the Original Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issuedissued pursuant to Subsection 4(e)(iii), but excluding shares issued as a stock split or combination as provided in Subsection 4(f) or upon a dividend or distribution as provided in Subsection 4(g)), without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) of less than the applicable Conversion Price for conversion into Voting Common Stock or Nonvoting Common Stock in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price for the conversion of A Convertible Preferred Stock into shares of Voting Common Stock and for the conversion of B Convertible Preferred Stock into Nonvoting Common Stock shall each be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the applicable Conversion Price by a fraction, (xA) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, ; and (yB) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For ; provided that, (i) when calculating the purposes reduction in the Conversion Price for the conversion of this Section 3(e)(iv)(D)the A Convertible Preferred Stock into Voting Common Stock, the reference to "Common Stock" in the above calculation shall include only the Voting Common Stock, including all shares Shares of Voting Common Stock issuable upon exercise of outstanding Options, upon or conversion of outstanding Options or Convertible Securities outstanding immediately prior to such issue and upon when calculating the reduction in the Conversion Price for the conversion of the B Convertible Preferred Stock into Nonvoting Common Stock, the reference to "Common Stock" in the above calculation shall include only the Nonvoting Common Stock, including all Shares of Nonvoting Common Stock issuable upon exercise or conversion of Options or Convertible Securities following outstanding immediately prior to such issue, and (ii) the number of shares of Common Stock deemed issuable upon exercise or conversion of such outstanding Options therefor, and Convertible Securities shall be deemed not give effect to be outstanding, and immediately after any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C)that is the subject of this calculation. Notwithstanding the foregoing, the Conversion Price shall not be so reduced at such Additional Shares time if the amount of Common Stock such reduction would be an amount less than $.01, but any such amount shall be deemed to be outstandingcarried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall at any time after the Series B Original Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C5(d)(iii) above), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the applicable Conversion Price in effect on the date of, and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, to a price (rounded to the nearest cent) determined by multiplying such the Conversion Price in effect immediately prior to such issuance by a fraction, (xA) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price in effect immediately prior to such Conversion Price, issuance; and (yB) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D); provided, however, that, (i) all shares of Common Stock issuable upon conversion or exercise of outstanding Optionsshares of Series B Preferred Stock, upon conversion of outstanding Options or Convertible Securities and outstanding immediately prior to such issue or upon conversion of Convertible Securities following exercise of outstanding Options therefor, such securities shall be deemed to be outstanding, and immediately after (ii) the number of shares of Common Stock deemed issuable upon conversion of such outstanding shares of Series B Preferred Stock shall be determined without giving effect to any adjustments to the Conversion Price resulting from the issuance of Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares that is the subject of Common Stock shall be deemed to be outstandingthis calculation.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Maker shall at any time after the Company’s stock option or compensation plans and date hereof issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issued) , but excluding shares issued as a stock split, dividend or distribution and Key Employee Shares), without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, and immediately prior to, to such issueissue (as adjusted until the Zero Coupon Date to give effect to a per annum accretion rate of 14%), then and in such event, such Conversion Price shall be reduced, concurrently with such issue, issue to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (xa) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) on a fully-diluted basis plus (2) the number of shares of Common Stock which the aggregate consideration received by the Corporation Maker for the total number of Additional Shares of Common Stock so issued (or deemed issued) would purchase at such Conversion Price, ; and (yb) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) on a fully-diluted basis plus (2) the number of such Additional Shares of Common Stock so issued (or deemed issued). For Notwithstanding the purposes foregoing, the applicable Conversion Price shall not be reduced if the amount of this Section 3(e)(iv)(Dsuch reduction would be an amount less than One Cent ($.01), all shares but any such amount shall be carried forward and reduction with respect thereto made at the time of Common Stock issuable upon exercise of outstanding Optionsand together with any subsequent reduction which, upon conversion of outstanding Convertible Securities together with such amount and upon conversion of Convertible Securities following exercise of outstanding Options thereforany other amount or amounts so carried forward, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstandingaggregate One Cent ($.01) or more.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to the limitation set forth (i) Except as otherwise indicated in Section 3(e)(iv)(B6(e)(3)(ii), above, except for Options issued pursuant to in the Company’s stock option or compensation plans and event the Corporation shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C6(e)(5), deemed to be issued) for a consideration per share (computed on an as-converted to Common Stock basis) less than the applicable Conversion Price of the Class C Preferred Stock in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the applicable Conversion Price shall be reduced, concurrently with such issueissue (calculated to the nearest one hundredth of a cent), to a price new Conversion Price obtained by dividing (rounded A) an amount equal to the nearest cent) determined by multiplying such Conversion Price by a fraction, sum of (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus multiplied by the then applicable Conversion Price and (y) the consideration, if any, deemed received by the Corporation upon such issue by (B) the total number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (y) the denominator of which shall deemed to be the number of shares of Common Stock outstanding immediately prior to after such issue plus the number of such Additional Shares of Common Stock so issued. For the issue; PROVIDED, HOWEVER, that, for purposes of any calculation under this Section 3(e)(iv)(D6(e)(3)(i), all shares of Common Stock outstanding and issuable upon exercise conversion of outstanding Options, upon conversion of outstanding Convertible Securities Securities, Class B Preferred Stock and upon conversion of Convertible Securities following exercise of outstanding Options therefor, shall be deemed Class C Preferred Stock immediately prior to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant giving effect to Section 3(e)(iv)(C), such Additional Shares of Common Stock calculation shall be deemed to be outstanding. (ii) Notwithstanding Section 6(e)(3)(i), in the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6(e)(5)) in a transaction or series of related transactions in which the consideration actually received or deemed received hereunder by the Corporation is at least $5,000,000 (determined without aggregating the consideration received by the Corporation in connection with contemporaneuous acquisitions of unrelated parties) for a consideration per share less than the applicable Conversion Price of the Series C Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the applicable Conversion Price shall be reduced, concurrently with such issue (calculated to the nearest one hundredth of a cent), to a new Conversion Price equal to such consideration per share. (iii) In no event will the Conversion Price be adjusted pursuant to Section 6(e)(3)(i) or Section 6(e)(3)(ii) as the result of any issuance of Additional Shares of Common Stock for any amount higher than the Conversion Price in effect immediately prior to such issuance.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C6(d)(3), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding (determined on a fully diluted basis, as described below) immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such the Conversion PricePrice then in effect, and (y) the denominator of which shall be the number of shares of Common Stock outstanding (determined on a fully diluted basis, as described below) immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D)the above calculation, the number of shares of Common Stock outstanding immediately prior to such issuance shall be calculated on a fully diluted basis, as if all shares of Series D Preferred Stock and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date but not including in such calculation any additional shares of Common Stock issuable upon exercise with respect to shares of outstanding OptionsSeries D Preferred Stock, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of or outstanding Options therefor, shall be deemed to be outstanding, and immediately after any solely as a result of the adjustment of the Conversion Price (or other conversion ratios) resulting from the issuance of Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C)causing such adjustment. For the purposes of the foregoing, such Additional Shares of Common Stock outstanding Options shall be deemed to be outstandinginclude (without duplication) any Options issued to directors, officers, employees or advisors of, or consultants to, the Corporation in accordance with plans or other arrangements approved by the Board of Directors of the Corporation.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to In the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to event the Company’s stock option or compensation plans and Corporation shall issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are deemed to be issued (or, pursuant to Section 3(e)(iv)(C6(d)(3), deemed to be issued) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, to a price (rounded calculated to the nearest cent) determined by multiplying such the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding (determined on a fully diluted basis, as described below) immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such the Conversion PricePrice then in effect, and (y) the denominator of which shall be the number of shares of Common Stock outstanding (determined on a fully diluted basis, as described below) immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purposes of this Section 3(e)(iv)(D)the above calculation, the number of shares of Common Stock outstanding immediately prior to such issuance shall be calculated on a fully diluted basis, as if all shares of Series A Preferred Stock and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date but not including in such calculation any additional shares of Common Stock issuable upon exercise with respect to shares of outstanding OptionsSeries A Preferred Stock, upon conversion of outstanding Convertible Securities and upon conversion of Convertible Securities following exercise of or outstanding Options therefor, shall be deemed to be outstanding, and immediately after any solely as a result of the adjustment of the Conversion Price (or other conversion ratios) resulting from the issuance of Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C)causing such adjustment. For the purposes of the foregoing, such Additional Shares of Common Stock outstanding Options shall be deemed to be outstandinginclude (without duplication) any Options issued to directors, officers, employees or advisors of, or consultants to, the Corporation in accordance with plans or other arrangements approved by the Board of Directors of the Corporation.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. Subject to If the limitation set forth in Section 3(e)(iv)(B), above, except for Options issued pursuant to Company shall at any time after the Company’s stock option or compensation plans and Original Issue Date issue Additional Shares of Common Stock issued pursuant to the conversion or exercise of Convertible Securities outstanding as of the date hereof, if (including Additional Shares of Common Stock are issued (or, pursuant to Section 3(e)(iv)(C), deemed to be issuedissued pursuant to Subsection 6(d)(iii), but excluding shares issued upon a stock split or combination as provided in Subsection 6(e) or as a dividend or distribution as provided in Subsection 6(f)) without consideration or for a consideration per share (computed on an as-converted to Common Stock basis) less than the Conversion Dilution Price in effect on the date of, of and immediately prior to, to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, issue to a price (rounded calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (xa) the numerator of which shall be (1) the number of shares of Common Stock deemed outstanding (as provided below) immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion an amount equal to the Dilution Price, ; and (yb) the denominator of which shall be (1) the number of shares of Common Stock deemed outstanding (as provided below) immediately prior to such issue plus (2) the number of such Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which this Section 3(e)(iv)(D)Note could be converted if fully converted on the day immediately preceding the given date, all and (C) the number of shares of Common Stock issuable upon the full exercise of outstanding Options, upon Rights and the full conversion of outstanding Convertible Securities and upon conversion or exchange of Convertible Securities following exercise (other than this Note) outstanding on the day immediately preceding the given date. Notwithstanding the foregoing, the applicable Conversion Price shall not be reduced if the amount of outstanding Options thereforsuch reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3(e)(iv)(C), such Additional Shares of Common Stock shall be deemed to be outstandingaggregate $.01 or more.