Common use of Capitalization Adjustments Clause in Contracts

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit of less than US$3,982.50 (or securities convertible into Units) (the " Reduced Issue Price ") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00), then the Warrant Exercise Price shall automatically be reduced by multiplying the Warrant Exercise Price by a fraction, the numerator of which is the Reduced Issue Price and the denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions ") that, immediately prior to the issuance and funding of the Debenture, as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells sell or issues Unit issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit share of less than US$3,982.50 $4,000 (or securities convertible into shares of its Units) (the " "Reduced Issue Price Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)250,000, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors tothe Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services ▇▇▇▇ order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " "Capitalization Assumptions Assumptions") that, immediately prior to following the issuance and funding of the Debenture, as described in the Bridge Loan Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1111.11 1107 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. .Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion of the Company Merger, the Shell, as successor to the Company, sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit shares of less than US$3,982.50 its Common Stock (or securities convertible into Unitsshares of its Common Stock) at a price lower than $0.90 per share (the " “Reduced Issue Price ") Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, at any time prior to the closing and receipt by the Company earlier of additional funding (i) one year following the Closingclosing of the Merger or (ii) in the net amount expiration of at least ten million dollars one hundred eighty ($10,000,000.00)180) days from the effective date of the Registration Statement, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by multiplying way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding the foregoing, no reduction of the Warrant Exercise Price by shall occur as a fractionresult of (A) any issuance or exercise of options, the numerator of which is the Reduced Issue Price and the denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on terms of any compensation plan or arrangement approved by the assumptions (the " Capitalization Assumptions ") that, immediately prior to the issuance and funding Board of Directors of the DebentureCompany, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as described compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Bridge Loan AgreementCompany, or (D) securities issued upon the issued and exercise or conversion of options or warrants outstanding Units immediately following completion of the Company consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correctMerger.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells sell or issues Unit issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit share of less than US$3,982.50 $4,000 (or securities convertible into shares of its Units) (the " "Reduced Issue Price Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)250,000, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " "Capitalization Assumptions Assumptions") that, immediately prior to following the issuance and funding of the Debenture, as described in the Bridge Loan Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1111.11 1107 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit shares of less than US$3,982.50 its Common Stock (or securities convertible into Unitsshares of its Common Stock) at a price lower than $0.90 per share (the " “Reduced Issue Price "Price”) at any time prior to the closing and receipt by earlier of (i) one year following the Closing (as such term is defined in the Exchange Agreement) or (ii) the expiration of one hundred eighty (180) days from the effective date of the first registration statement of the Company with respect to which Holder had piggy-back registration rights pursuant to Section 1.2 of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)Exchange Agreement, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal 120% of the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Exchange Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion AgreementExchange Agreements. (b) The Warrant Exercise Price has been established based on the assumptions (the " “Capitalization Assumptions "Assumptions”) that, immediately prior to the issuance and funding closing of the Debenture, Merger (as described defined in the Bridge Loan Exchange Agreement, ) (i) the issued and outstanding Units Common Stock of the Company consisted entirely of 1111.11 Units5,045,658 shares, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit shares of capital stock of the Company (other than shares of preferred stock, options, warrants and other convertible securities issued as a result of the Warrants issued pursuant to said Bridge Loan AgreementMerger and the acquisition of Low Carb Creations, Inc. by the Company). Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit of less than US$3,982.50 (or securities convertible into Units) (the " "Reduced Issue Price Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00), then the Warrant Exercise Price shall automatically be reduced by multiplying the Warrant Exercise Price by a fraction, the numerator of which is the Reduced Issue Price and the denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " "Capitalization Assumptions Assumptions") that, immediately prior to the issuance and funding of the Debenture, as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells sell or issues Unit issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit share of less than US$3,982.50 $4,000 (or securities convertible into shares of its Units) (the " "Reduced Issue Price Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)250,000, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " "Capitalization Assumptions Assumptions"') that, immediately prior to following the issuance and funding of the Debenture, as described in the Bridge Loan Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1111.11 1107 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion of the Company Merger, the Shell, as successor to the Company, sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit shares of less than US$3,982.50 its Common Stock (or securities convertible into Unitsshares of its Common Stock) at a price lower than $0.90 per share (the " “Reduced Issue Price ") Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, at any time prior to the closing and receipt by the Company earlier of additional funding (i) one year following the Closingclosing of the Merger or (ii) in the net amount expiration of at least ten million dollars one hundred eighty ($10,000,000.00)180) days from the effective date of the Registration Statement, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by multiplying way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants outstanding immediately following completion of the Merger. Any Notwithstanding anything to the contrary contained in this Warrant, any adjustment contemplated by this Section 11 11(a) may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreementas part of Units. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions ") that, immediately prior to the issuance and funding of the Debenture, as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells sell or issues Unit issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit share of less than US$3,982.50 $4,000 (or securities convertible into shares of its Units) (the " Reduced Issue Price ") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)250,000, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions "') that, immediately prior to following the issuance and funding of the Debenture, as described in the Bridge Loan Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1111.11 1107 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells sell or issues Unit issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit share of less than US$3,982.50 $4,000 (or securities convertible into shares of its Units) (the " Reduced Issue Price ") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00)250,000, then the Warrant Exercise Price shall automatically be reduced by multiplying to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by a fractionthe Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the numerator Company (including any assumption of which is options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Reduced Issue Price and Company, or (D) securities issued upon the denominator exercise or conversion of which is US$3,982.50options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions ") that, immediately prior to following the issuance and funding of the Debenture, as described in the Bridge Loan Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1111.11 1107 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.