Common use of Adjustment of Warrant Price and Number of Warrant Shares Clause in Contracts

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of a

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time per share and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter after the date hereof (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide engage in a stock split or reverse stock split or combination of its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iviii) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation)) without receipt of consideration, the Warrant Price for the Shares in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification event shall be proportionately proportionally adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record transaction date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivisionstock split or reverse stock split, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (cSection 4(a) and (d) abovehereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) a. In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common StockStock or any other distribution of property other than cash, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) b. Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs paragraph (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein c. All calculations under this Section 4 shall be made to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance nearest tenth of shares of Common Stock upon the sale, issuance a cent or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition nearest one-thousandth of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d)share, as the case may be. d. Whenever the Warrant Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be recalculated and any additional resulting antidilution shares shall thereupon be issuedsigned by the Chief Financial Officer of the Company. (iii) e. In the case event that at any time, as a result of any adjustment made pursuant to paragraph (a) above, the sale for cash holder of this Warrant thereafter shall become entitled to receive any shares of Common the Company, other than Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for thereafter the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor number of such other shares so receivable upon exercise of this Warrant shall be deemed subject to be adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the gross sales price therefor without deducting therefrom any expense paid or incurred by provisions with respect to the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company Stock contained in connection therewithparagraph (a) above. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of a

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time per share and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter after the date hereof (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide engage in a stock split or reverse stock split or combination of its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iviii) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation)) without receipt of consideration, the Warrant Price for the Shares in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification event shall be proportionately proportionally adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record transaction date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivisionstock split or reverse stock split, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (cSection 4(a) and (d) abovehereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share (“Issue Price”) less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the given date. For these purposes no adjustment shall be made for (i) any transaction otherwise governed by this Section 4 or by Section 5 hereunder; (ii) any dividend or distribution or other transaction by the Company in any class of its preferred stock; (iii) any issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants by any employee or independent contractor or other service provider, licensor, vendor or lender of the Company; or (iv) the Merger as defined in the Purchase Agreement. For the purpose of making any adjustment required under this Section 4(f), the consideration received by the Company for any issue or sale of Common Stock shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any expenses payable by the Company, and (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors.

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided.follows: (a) Reclassification or Merger. In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company shall hereafter with or into another corporation (i) pay other than a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection merger with a consolidation or merger another corporation in which the Company is the continuing corporation), the Warrant Price surviving corporation and which does not result in effect at the time any reclassification or change of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, outstanding securities issuable upon exercise of this Warrant), the Company, or such surviving corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant after such datea new Warrant (which, if not in substantially the form of this Warrant, shall be entitled in form and substance reasonably satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the aggregate number exercise of the then unexercised portion of this Warrant, and kind in lieu of the shares of Common Stock which, if theretofore issuable upon exercise of this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fractionWarrant, the numerator kind and amount of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets other securities, money and property receivable upon such reclassification, change or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto merger by a fraction, (x) the numerator of which shall be the sum holder of the number of shares of Common Stock outstanding purchasable under this Warrant immediately prior preceding the consummation of such reclassification or merger. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received adjustments provided for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offeringin this Section 4. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs this subparagraph (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (da) shall be subject similarly apply to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchasesuccessive reclassifications, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (changes and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or optionsmergers. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of a

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock Stock) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below)XXXXXXXXXXXXXXXXXXXXXXXXXXXX, less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value PriceXXXXXXXXXXXXXXXXXX. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference PriceXXXXXXXXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value PriceXXXXXXXXXXXXXXXXXXXXXXX, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value PriceXXXXXXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provided, however, that any adjustments not required to be made shall b

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below)XXXXXXXXXXXXXXXXXX, less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value PriceXXXXXXXXXXXXXXXX. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) XXXXXXXXXXXXXXXXXXXXXXX at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference PriceXXXXXXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value PriceXXXXXXXXXXXXXXX, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value PriceXXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXXXXX, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXX, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provided, however, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common StockStock or any other distribution of property other than cash, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs paragraph (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in paragraph (a) above.

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs paragraph (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in paragraph (a) above.

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Fourth Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Fourth Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Fourth Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Fourth Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; pro

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below)XXXXXXXXXXXXXXXXXXXX, less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value PriceXXXXXXXXXXXXXXXX. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) XXXXXXXXXXXXX at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference PriceXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value PriceXXXXXXXXXXXXX, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value PriceXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXX, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXXXX, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provided, however, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock Stock) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below)XXXXXXXXXXXXXXXXXXXXXX, less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value PriceXXXXXXXXXXXXXX. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) XXXXXXXXXXXXXXXXXX at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference PriceXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value PriceXXXXXXXXXXXXXXX, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, XXXXXXXXXXXXXXXX and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, XXXXXXXXXXXXXXXXXXXXXXXXX on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, XXXXXXXXXXXXXXXXXXXXXXXXXXXX the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provided, however, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All c

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan ELA * Angeion Medical Systems, Systems LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of athe

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common StockStock or any other distribution of property other than cash, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs paragraph (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in paragraph (a) above.

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Second Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Second Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Second Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Second Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; pro

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aFair

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below)XXXXXXXXXXXXXXXXXX, less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value PriceXXXXXXXXXXX. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) XXX XXXXX XXXXXXXXX XXXXX XXX XXXXXXX XXXXXX at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Reference Price, XXXX XXXXX XXXXXXXXX XXXXXX and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value PriceXXXXXXXXXXXXX, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value PriceXXXXXXXXXXXXXXXXXX, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicableXXXXXXXXXXXXXXXXXXXXXX, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provided, however, that any adjustments not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculation

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price In the event of any change in effect at any time the issued and the number and kind outstanding capital stock of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares by reason of its Common Stockany stock dividend, (ii) subdivide its outstanding Common Stocksplit-up, (iii) combine its outstanding Common Stock into a smaller number recapitalization, exchange of shares, extraordinary or (iv) issue any shares by reclassification liquidating dividend, merger or other business combination or change in the capital structure of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation)Company, the number of Shares subject to this Warrant Price in effect at and the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification Warrant exercise price shall be proportionately appropriately and equitably adjusted so that tat the HolderHolder shall receive, upon exercise of this Warrant after such dateWarrant, shall be entitled to receive the aggregate number and kind class of shares Shares or other securities or property that the Holder would have received in respect of Common Stock which, the Shares purchasable upon exercise of the Warrant if this the Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled event. An adjustment made pursuant to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and this section shall become effective immediately after the effective date of such event retroactive to the record date for the determination date, if any, of shareholders entitled to receive such distribution. (c) In case event. If there shall be any adjustment as provided above in this section or if securities or property other than shares of common stock of the Company shall hereafter issue become purchasable in lieu of shares of its Common Stock or securities (including optionssuch common stock upon exercise of this Warrant, warrants or rights) convertible intothe Company shall cause written notice thereof to be sent by registered mail, exchangeable postage prepaid, to the Holder at the address of such Holder shown on the books of the Company, which notice shall set forth in reasonable detail the basis for or exercisable for shares of Common Stock, the Holder becoming entitled to purchase such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of and the number of shares of Common Stock outstanding immediately prior to which may be purchased and the issuance of exercise price thereof, or the facts requiring any such additional Company Securities pursuant to such offering plus adjustment and the price and number of shares of Common Stock which the aggregate consideration received for the issuance of purchasable after such additional shares would purchase at such Initial Reference Priceadjustment, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement kind and amount of Angellan Medical Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and any such other employee benefit arrangements, contracts securities or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities property so purchasable upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a wholethis Warrant. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of a

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Initial Third Reference Price (as defined below) at any time during the Initial Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Initial Third Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Company's compensatory benefit plans (regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the Company or the joint venture established pursuant to the Limited Liability Company Operating Agreement of Angellan Medical Systems, _______________ LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; or (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally or regionally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the case of: (A) the issuance of shares of Common Stock upon the sale, issuance sale or exercise in whole or in part of the warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement; (B) the issuance of shares of Common Stock or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon conversion or exchange of any convertible securities or exercise of any options, warrants or other purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the issuance, sale (or grant with respect to options) of such convertible securities, options, warrants or other purchase rights; (E) the issuance of shares of Common Stock in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as a whole; (F) the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Company Securities from a nationally recognized investment banking firm indicating that the financial terms of such strategic relationship, joint venture or other similar relationship or venture are fair to the Company when taken as a whole; or (G) the issuance of shares of Common Stock in connection with a bona fide private placement transaction not involving purchasers or placement agents affiliated with the Company if (1) the discount to market is not greater than 15% and (2) the Company has obtained a fairness opinion with respect to the issuance thereof from a nationally or regionally recognized investment banking firm that the financial terms of such transaction are fair to the Company when taken as a whole. (ii) The Company shall not be required to make any adjustment contemplated under paragraph (c) or (d) with respect to any Future Financing (as defined below) if the Investor exercises its right to increase or maintain its stock ownership with respect to such Future Financing pursuant to the Purchase Agreement. (iii) The provisions of paragraphs (c) and (d) above shall terminate and have no further force and effect upon the Investor's Rights Termination Date as such term is defined in the U.S. Joint Venture Agreement. (g) The number of shares of Common Stock outstanding at any given time for purposes of the calculations under paragraphs (c) and (d) shall be subject to the following rules: (i) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, or any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration, if any, received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Initial Third Reference Price or Fair Market Value Price, as applicable, on the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock and shall be deemed to have been sold for cash in an amount equal to (1) any cash paid for such warrants, options or Convertible Securities plus (2) the price per share payable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options. (ii) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (i) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Initial Third Reference Price or Fair Market Value Price, as applicable, the number of shares to be issued and outstanding shall be recalculated according to (i) and the number of antidilution shares issued pursuant to paragraph (c) or (d), as the case may be, shall be recalculated and any additional resulting antidilution shares shall thereupon be issued. (iii) In the case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company theretofor shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (h) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of aat least five cents ($0.05) in such price; provide