Common use of Issuance of Additional Shares of Common Stock Clause in Contracts

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for a consideration per share less than the Base Price in effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. (a) In case the --------------------------------------------- Company, at any time or from time to time after December 2July 31, 1997 (the "Initial ------- DateINITIAL DATE"), shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 section 2C or 6.042D) without consideration or for a consideration per share (determined pursuant to section 2E) less than the Base Market Price in effect, in each case, effect on the date of and immediately prior to such issue or sale, then, and in each such case, case (iother than in a public or private offering described in clause (b) in the event that the number of shares below), subject to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelysection 2H, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (Ai) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus PLUS (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Market Price, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale. (b) In case the Company, at any time or from time to time during the twelve-month period commencing on the Initial Date, shall issue or sell Additional Shares of Common Stock in a public or private offering for a consideration per share (determined pursuant to section 2E) less than the greater of the Exercise Price or the Market Price in effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to section 2H, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (i) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale PLUS (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base greater of such Market Price or such Exercise Price, and (Bii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and, (iic) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the For purposes of this Section 6.02(a)section 2A, (i) immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 section 2C or 6.042D, such Additional Shares shall be deemed to be outstanding, and (ii) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), date hereof shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 3.3 or 6.04) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), other than in a registered public offering, without consideration or for a consideration per share less than 95% of the Base Current Market Price (or if the issuance involves more than 10% of the number of shares of Common Stock outstanding immediately prior to such issue, less than the Current Market Price) as in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares , subject to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelySection 3.8, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Purchase Price by a fraction, (Aa) the numerator of which shall be the sum of (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (yii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base such Current Market Price, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a)3.2.1, (x) immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 3.3 or 6.043.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, (i) If at any time or from time prior to time after the Commutation Date, as such term is defined in that certain Reinsurance Agreement among Centre Solutions (Bermuda) Limited and the operating subsidiaries of the Company, Penn Treaty Network America Insurance Company and American Network Insurance Company, with an effective date of December 231, 1997 (2001, the "Initial ------- Date"), Company shall issue or sell any Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for Stock, other than Permitted Issuances, at a consideration price per share less than a price equal to the Base greater of (A) the quotient of the Warrant Price then in effecteffect divided by the number of shares of Common Stock into which a Warrant Preferred Share is then convertible (the "Then Conversion Price"), in each caseor (B) the Fair Market Value of a share of Common Stock into which a Warrant Preferred Share is then convertible, on then the date Warrant Price shall be reduced to the lower of (x) a price determined by dividing (I) an amount equal to the sum of and (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance or sale multiplied by the Then Conversion Price, plus (2) the aggregate consideration received by the Company upon such issuance or sale, then, and in each such case, by (iII) in the event that the total number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, outstanding immediately after such Exercise Price shall be reduced, concurrently with such issue issuance or sale, to and (y) a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise the Then Conversion Price by a fraction, (A) , the numerator of which shall be is (xI) the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Fair Market Value immediately prior to such issue or sale plus (y2) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company for upon such issue or sale, divided by (II) the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in and the event that the number denominator of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price which shall be reduced the Fair Market Value immediately prior to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2May 26, 1997 1998 (the "Initial ------- Date"), shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for a consideration per share less than the Base Price in effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction,, Warrant Agreement ----------------- (A) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company(a) Adjustment Formula. Subject to Section 3.4(b), if at any time the ------------------ -------------- Corporation shall issue, or from time pursuant to time after December 2Section 3.5, 1997 (the "Initial ------- Date")Section 3.6, shall issue or sell Section 3.7 ----------- ----------- ----------- be deemed to issue, any Additional Shares of Common Stock (including ---- in exchange for consideration in an amount, determined in accordance with Section 3.8(a) and -------------- Section 3.8(e), per Additional Shares Share of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for a consideration per share less than the Base Reference -------------- Price as of the applicable time of determination specified in effectthe last sentence of this Section 3.4(a), in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, then (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares of Common Stock which each -------------- Warrant is exercisable shall be adjusted to equal the aggregate consideration received product obtained by multiplying the Company for the total number of shares of Common Stock for which such Warrant was exercisable immediately prior to such time of determination by a fraction (x) the numerator of which shall be the number of Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and deemed to be issued and (By) the denominator of which shall be the number of Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of shares which the aggregate amount of consideration, if any, received by the Corporation upon such issuance or deemed issuance of all such Additional Shares of Common Stock would purchase at the Reference Price determined as of such time and (ii) the Warrant Price shall be adjusted to equal the Warrant Price immediately prior to such adjustment multiplied by the quotient obtained by dividing the number of shares of Common Stock outstanding for which such Warrant was exercisable immediately prior to the adjustment under clause (i) by the number of shares of Common Stock for which such Warrant is exercisable immediately after the adjustment under clause (i). The applicable time of determination shall be: (i) if the event requiring the adjustment is the taking of a record date for any dividend or distribution referred to in Section 3.5 or Section ----------- ------- 3.6, as of either the close of business on such issue record date or salethe --- date such dividend or distribution is paid, andwhichever produces the highest Reference Price, or (ii) in the event that the number case of Below Base Price Shares issued or sold any other issuance or deemed issued by the Company subsequent issuance, immediately prior to the Initial Date is equal to time of such issuance or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstandingissuance.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), date hereof shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 3.3 or 6.04) 3.4), without consideration or for a consideration per share less than the Base Price Fair Value of the Common Stock in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares , subject to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelySection 3.8, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price Warrant Quantity by a fraction,: (Aa) the numerator of which shall be the number of shares of Common Stock outstanding on a fully diluted basis (xincluding shares of Common Stock issuable upon exercise of this Warrant, shares of Common Stock issuable upon conversion of the issued and outstanding Series A-l Preferred Stock and the conversion of the Silicon Warrant Shares, and the 9,947,191 shares of Common Stock issuable upon the exercise of Options granted as of the Second Amendment Effective Date) immediately after such issue or sale; provided, that for the purposes of this Section 3.2.1(a), (i) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (ii) treasury shares shall not be deemed to be outstanding; and (b) the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on a fully diluted basis (including shares of Common Stock issuable upon exercise of this Warrant, shares of Common Stock issuable upon conversion of the issued and outstanding Series A-l Preferred Stock and the conversion of the Silicon Warrant Shares, and the 9,947,191 shares of Common Stock issuable upon the exercise of Options granted as of the Second Amendment Effective Date) immediately prior to such issue or sale plus sale; (yprovided that for purposes of this Section 3.2.1(b) treasury shares shall not be deemed outstanding) and (ii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstandingFair Value.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), Company shall issue or sell Additional Shares any shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or after the Closing Date for a consideration per share less than the Base Market Price in effect, in each case, (as defined below) per share on the date of and immediately prior to such issue or saleissuance, then, and in the Exercise Price upon each such case, (i) in the event that the number of shares to be so issued issuance or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price sale shall be reduced, concurrently with such issue or sale, to a price adjusted (calculated to the nearest .001 of a full cent) determined to the price calculated by multiplying such the then existing Exercise Price by a fraction, ----------- fraction the numerator of which is (A) the numerator sum of which shall be (x1) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) multiplied by the number of shares Market Price per share of Common Stock which on the aggregate date immediately prior to such issue or sale plus (2) the ---- consideration received by the Company for the total number of upon such Additional Shares of Common Stock so issued issue or sold would purchase at the Base Pricesale, and divided by (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issue or sale, andand the denominator of which shall be the Market Price per share of Common Stock on the date immediately prior to such issue or sale. For purposes of this Section 8.2(b) the adjustment shall be made -------------- successively whenever any issuance is made, and shall become effective immediately after such issuance. The provisions of this Section 8.2(b) shall not apply to any additional -------------- shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided for under Section 8.2(a). No adjustment of the Exercise Price shall be made under this -------------- Section 8.2(b) upon the issuance of any additional shares of Common Stock which -------------- are issued pursuant to the exercise of any Stock Purchase Rights or pursuant to the conversion or exchange of any Convertible Securities to the extent that such adjustment shall previously have been made upon the issuance of such Stock Purchase Rights or Convertible Securities pursuant to subsection (a), (c) or (d) of this Section 8.2. ----------- Further, the provisions of this Section 8.2(b) shall not apply if: -------------- (i) the Company issues stock to third parties in an arms-length transaction for cash or other consideration having a value equal to at least (A) 85 percent (85%) of the Market Price on the date of the issuance of such stock or, if the offering is priced prior to the closing of the applicable market for the Common Stock on such date, the trading day immediately preceding such date, or (B) 90 percent (90%) of the average of the Market Prices of the Common Stock for the ten (10) consecutive trading days ending on the date of the issuance of such stock, including but not limited to, stock issuances pursuant to a merger, consolidation, corporate reorganization (both taxable and nontaxable), corporate restructuring, or private placement or; (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent issues shares of Common Stock to individuals or entities upon the exercise or conversion of Convertible Securities or Stock Purchase Rights outstanding on the date hereof, or pursuant to Stock Purchase Rights issued pursuant to the Initial Date rights offering first announced publicly on or about October 21, 1998 (the "Company Rights Offering") or pursuant to any stand-by purchase commitment relating to the Company Rights Offering; or (iii) the Company issues warrants, rights, options or restricted stock to employees of the Company or its affiliates pursuant to a deferred compensation plan, key employee incentive plan or another applicable employment compensation plan so long as the exercise price for any such warrants, rights or options is equal to or greater than 250,000either (A) the Market Price on the date of the issuance of such warrants, rights or options, or (B) the average Market Prices for the ten (10) consecutive trading days ending on the date of the issuance of such warrants, rights or options. As used in this Agreement, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for phrase "Market Price" at any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares date shall be deemed to be outstandingthe last reported sale price, and treasury shares shall or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported in the Nasdaq National Market System, or, if the Common Stock is not be deemed listed or admitted to be outstandingtrading on any national securities exchange or quoted on the Nasdaq National Market System, the closing bid price as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, as determined in good faith by resolution of the Board of Directors of the Company based on the best information available to it.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 the date on which the Registration Statement becomes effective under the Securities Act (the "Initial ------- Effective Date"), shall issue or sell Additional Shares of Common Stock (as defined below), including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 8.3 or 6.04) Section 8.4, without consideration or for a consideration per share less than the Base lesser of the Exercise Price in effect, in each case, on or the date Market Price of and the shares of Common Stock outstanding immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, subject to Section 8.9, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction,fraction of which (Aa) the numerator of which shall be (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus plus; (yii) the number of shares of Common Stock which issuable in respect of Convertible Securities outstanding immediately prior to such issue plus; (iii) the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Pricelesser of such Exercise Price or Market Price immediately prior to such issue or sale, and (Bb) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately after such issue or sale, and sale plus (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any shares of Common Stock issuable in respect of Convertible Securities outstanding immediately after such issue or sale, Warrant Agreement ----------------- provided that, for . For the purposes of this Section 6.02(a)8.2.2, (x) immediately after any -------- Additional Shares of Common Stock are shall be deemed to have been be issued pursuant to Section 6.03 8.3 or 6.04Section 8.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), date hereof and prior to the Expiration Date shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 4.4.2 but excluding a dividend or 6.04distribution described in Section 4.1, with respect to which an adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants and the Warrant Price shall be made pursuant to the terms of Section 4.1 and Section 4.3) without consideration or for a consideration per share less than the Base Warrant Price in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Warrant Price Shares") ----------------------- is less than 250,000, such Exercise Price with respect to each unexercised Warrant shall be reduced, concurrently with such issue or sale, (x) if such issuance or sale is on or prior to September 11, 2016, to a price equal to the consideration payable for such Additional Shares (calculated to the nearest .001 of a cent, but not less than the par value of the Common Stock) and (y) if such issuance or sale is after September 11, 2016, to a price determined by multiplying such Exercise Warrant Price by a fraction, (Aa) the numerator of which shall be (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (yii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of such Additional Shares of Common Stock so issued or sold (or deemed issued or sold pursuant to Section 4.4.2) would purchase at the Base such Warrant Price, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event provided, that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a)4.4.1, (x) immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.044.4.2, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, If at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), Company shall issue or sell Additional Shares any additional shares of Common Stock (including ---- Additional Shares for gross consideration in an amount per additional share of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for a consideration per share less than the Base Price Market Value (other than shares issued in effectrespect of stock options granted pursuant to a plan approved by the shareholders of the Company), in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, then (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (x) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale plus by a fraction, (yA) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and and (B) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, and (2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received from the issuance or sale of the additional shares of Common Stock, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced adjusted to an amount equal (A) the Exercise Price immediately prior to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, sale multiplied by the number of shares of Common Stock for which this Warrant Agreement ----------------- provided that, is exercisable immediately prior to such issue or sale divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. For the purposes of this Section 6.02(a)3.5, immediately after any -------- Additional Shares the date as of which the Market Value per share of Common Stock are shall be computed shall be the earlier of (i) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (ii) the date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event the Company enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person’s securities based upon a floating exchange ratio, then the Common Stock to be so issued shall be deemed to have been issued pursuant on the date immediately before the date such contract is entered into and the consideration to Section 6.03 or 6.04, such Additional Shares be received therefor shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstandingthe value for such Common Stock derived from such ratio on such date.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), Company shall issue or sell Additional Shares any shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to other than as permitted under Section 6.03 or 6.044.13 below) without consideration or after the Closing Date for a consideration per share less than the Base greater of (1) the Exercise Price per share then in effecteffect or (ii) the then Fair Value per share of Common Stock, in each case, on the date of and immediately prior to such issue or sale, then, and in Exercise Price upon each such case,issuance or sale shall be adjusted (to the nearest one-thousandth of a cent) to the lower price calculated pursuant to clauses (i) and (ii) of this Subsection (b) and shall be determined by (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, dividing (A) an amount equal to the numerator sum of which shall be (x1) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price plus (y2) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; or (ii) multiplying the then existing Exercise Price by a fraction (A) the numerator of which is (1) the sum of (a) the product of the number of shares of Common Stock which outstanding immediately prior to such issue or sale times the aggregate Fair Value per share of Common Stock immediately prior to such issue or sale plus (b) the consideration received by the Company for upon such issue or sale, divided by (2) the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and and (iiB) in the event that the number denominator of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price which shall be reduced to an amount equal to the lowest consideration Fair Value per share (as determined under Section 6.05) received by the Company for any of Common Stock immediately prior to such issue or sale, Warrant Agreement ----------------- provided that, assuming for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares Subsection (b)that there are outstanding in each case all shares of Common Stock issuable upon conversions or exchanges of such Convertible Securities and exercises of such Stock Purchase Rights and assuming that antidilution adjustments made to all Convertible Securities and Stock Purchase Rights are deemed to made concurrently. For purposes of this Subsection (b), the date as of which the Fair Value per share of Common Stock shall be computed shall be the last day of the most recently completed fiscal period of the Company for which financial statements have been issued delivered pursuant to Section 6.03 ARTICLE X prior to which the Company shall first (i) enter into a firm contract for the issuance of such shares or 6.04, (ii) issue such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstandingshares.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, event the Company at any time or from time to time after December 2shall, 1997 (the "Initial ------- Date")or shall be deemed to, shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or Stock, other than Excluded Stock, for a consideration per share received by the Company of less than the Base Price in effect, in each case, on the date of and immediately prior to such issue or sale$3.00, then, and in each such case, , the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the NUMERATOR of which shall be the SUM of (i) in the event that the number of shares of Common Stock outstanding immediately prior to be so issued such issuance or soldsale, together with all other PLUS (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price or sold, and (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction, (AB) the numerator DENOMINATOR of which shall be the SUM of (x) the number of shares of Common Stock outstanding immediately prior to such issue issuance or sale plus sale, PLUS (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at $3.00 per share of Common Stock; PROVIDED, HOWEVER, that if at such time or as a result of such adjustment the Base PriceExercise Price for any Warrant is or would be, and as the case may be, equal to or less than $.01 per share, then the Number of Shares Per Warrant shall be increased to a number determined by multiplying the previously applicable Number of Shares Per Warrant by a fraction greater than 1, if any, (BA) the denominator NUMERATOR of which shall be the SUM of (i) the number of shares of Common Stock outstanding immediately after prior to such issue issuance or sale, and PLUS (ii) in the event that the maximum number of Below Base Price Additional Shares of Common Stock issued or sold or deemed to be issued by or sold, and (B) the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price DENOMINATOR of which shall be reduced the SUM of (x) the number of shares of Common Stock outstanding immediately prior to an amount equal to such issuance or sale, PLUS (y) the lowest number of shares of Common Stock which the aggregate consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been so issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be sold or deemed to be outstandingissued or sold would purchase at $3.00 per share of Common Stock in effect immediately prior to such issuance or sale. For the avoidance of doubt, and treasury shares this provision shall not be deemed result in an adjustment to be outstandingthe Exercise Price or the Number of Shares Per Warrant as a result of any Migration Issuance.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, If at any time or from time prior to time after December 2, 1997 (the "Initial ------- Date"), Expiration Date the Company shall issue or sell any Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04as defined below) without consideration or for a consideration per share (the "Subsequent Issue Price") that is less than the Base Price lesser of (a) ninety-five percent (95%) of the average market price ("Average Market Price") in effect, in each case, on the date of and effect immediately prior to such issue or saleissuance (calculated on the basis of the average closing price for the 20 trading days preceding such issuance) and (b) one hundred percent (100%) of the last closing price available prior to such issuance (the "Market Price"; the lesser of the Average Market Price and the Market Price being referred to hereinafter as the "Adjustment Price"), then, and in each upon such case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelyissuance, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated reduced to the nearest .001 lower of a centthe prices calculated in the following subparagraphs (a) determined by multiplying such Exercise Price by a fraction,or (b) by: (Aa) dividing (i) an amount equal to the numerator sum of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale issuance multiplied by the Exercise Price then in effect plus (y) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company for in connection with such issuance by (ii) the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, issuance; and (iib) in multiplying the event that then existing Exercise Price by a fraction, the numerator of which shall be the quotient obtained by dividing (i) the sum of (x) the number of Below Base Price Shares issued or sold or deemed issued shares of Common Stock outstanding immediately prior to such issuance multiplied by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Adjustment Price shall be reduced to an amount equal to the lowest consideration per share of Common Stock immediately prior to such issuance plus (as determined under Section 6.05y) the aggregate consideration received by the Company for any in connection with such issue or sale, Warrant Agreement ----------------- provided that, for issuance divided by (ii) the purposes total number of this Section 6.02(a), immediately after any -------- Additional Shares shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04outstanding immediately after such issuance, such Additional Shares and the denominator of which shall be deemed the Adjustment Price per share of Common Stock immediately prior to be outstanding, and treasury shares shall not be deemed to be outstandingsuch issuance.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), date hereof shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 3.3 or 6.04) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than both the Base Current Market Price and the Purchase Price, as each are in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares , subject to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelySection 3.8, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Purchase Price by a fraction, (Aa) the numerator of which shall be the sum of (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (yii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base such Current Market Price, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided -------- that, for the purposes of this Section 6.02(a)3.2.1, (x) immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 3.3 or 6.043.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), Company shall issue or sell Additional Shares any shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or after the Closing Date for a consideration per share less than the Base Market Price in effect, in each case, (as defined below) per share on the date of and immediately prior to such issue or saleissuance, then, and in the Exercise Price upon each such case, (i) in the event that the number of shares to be so issued issuance or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price sale shall be reduced, concurrently with such issue or sale, to a price adjusted (calculated to the nearest .001 of a full cent) determined to the price calculated by multiplying such the then existing Exercise Price by a fraction, fraction the ----------- numerator of which is (A) the numerator sum of which shall be (x1) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) multiplied by the number of shares Market Price per share of Common Stock which on the aggregate date immediately prior to such issue or sale plus (2) the consideration ---- received by the Company for the total number of upon such Additional Shares of Common Stock so issued issue or sold would purchase at the Base Pricesale, and divided by (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issue or sale, andand the denominator of which shall be the Market Price per share of Common Stock on the date immediately prior to such issue or sale. For purposes of this Section 8.2(b) the adjustment shall be made -------------- successively whenever any issuance is made, and shall become effective immediately after such issuance. The provisions of this Section 8.2(b) shall not apply to any additional -------------- shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided for under Section 8.2(a). No adjustment of the Exercise Price shall be made under this -------------- Section 8.2(b) upon the issuance of any additional shares of Common Stock which -------------- are issued pursuant to the exercise of any Stock Purchase Rights or pursuant to the conversion or exchange of any Convertible Securities to the extent that such adjustment shall previously have been made upon the issuance of such Stock Purchase Rights or Convertible Securities pursuant to subsection (a), (c) or (d) of this Section 8.2. ----------- Further, the provisions of this Section 8.2(b) shall not apply if: -------------- (i) the Company issues stock to third parties in an arms-length transaction for cash or other consideration having a value equal to at least (A) 85 percent (85%) of the Market Price on the date of the issuance of such stock or, if the offering is priced prior to the closing of the applicable market for the Common Stock on such date, the trading day immediately preceding such date, or (B) 90 percent (90%) of the average of the Market Prices of the Common Stock for the ten (10) consecutive trading days ending on the date of the issuance of such stock, including but not limited to, stock issuances pursuant to a merger, consolidation, corporate reorganization (both taxable and nontaxable), corporate restructuring, or private placement or; (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent issues shares of Common Stock to individuals or entities upon the exercise or conversion of Convertible Securities or Stock Purchase Rights outstanding on the date hereof, or pursuant to Stock Purchase Rights issued pursuant to the Initial Date rights offering first announced publicly on or about October 21, 1998 (the "Company Rights Offering") or pursuant to any stand-by purchase commitment relating to the Company Rights Offering; or (iii) the Company issues warrants, rights, options or restricted stock to employees of the Company or its affiliates pursuant to a deferred compensation plan, key employee incentive plan or another applicable employment compensation plan so long as the exercise price for any such warrants, rights or options is equal to or greater than 250,000either (A) the Market Price on the date of the issuance of such warrants, rights or options, or (B) the average Market Prices for the ten (10) consecutive trading days ending on the date of the issuance of such warrants, rights or options. As used in this Agreement, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for phrase "Market Price" at any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares date shall be deemed to be outstandingthe last reported sale price, and treasury shares shall or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported in the Nasdaq National Market System, or, if the Common Stock is not be deemed listed or admitted to be outstandingtrading on any national securities exchange or quoted on the Nasdaq National Market System, the closing bid price as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, as determined in good faith by resolution of the Board of Directors of the Company based on the best information available to it.

Issuance of Additional Shares of Common Stock. In case If the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 subsequent to the date hereof (the "Initial ------- DateORIGINAL ISSUE DATE"), shall issue ) issues or sell sells any Additional Shares of Common Stock (including ---- Additional Shares as hereinafter defined), other than as provided in the last paragraph of Common Stock deemed to be issued pursuant to this Section 6.03 or 6.04) without consideration or 3(d), for a consideration per share less than the Base lower of (x) the Stock Purchase Price in effect, or (y) the Current Market Price (as defined below) per share of Common Stock (in each case, on determined as of the date of and immediately prior to such issue or salespecified in the next succeeding paragraph), then, and in the Stock Purchase Price upon each such case,issuance or sale shall be adjusted to the price calculated pursuant to the following clauses (i) and (ii), as applicable, of this Section 3(d) and shall be determined by: (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share is less than the Base Stock Purchase Price (collectivelyas of the date specified below, the "Below Base Stock Purchase Price Shares") ----------------------- is less than 250,000, upon each such Exercise Price issuance or sale shall be reduced, concurrently with such issue or sale, to a price (calculated adjusted to the nearest .001 of a cent) price determined by multiplying such Exercise Price by a fraction, dividing (A) an amount equal to the numerator sum of which shall be (x1) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Stock Purchase Price in effect as of the date specified in the next succeeding paragraph plus (y2) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) in the event that the consideration per share is less than the Current Market Price as of the date specified below, the Stock Purchase Price upon each such issuance or sale shall be adjusted to the price determined by multiplying the Stock Purchase Price in effect as of the date specified in the next succeeding paragraph by a fraction the numerator of which is (A) the sum of (1) the number of shares of Common Stock which outstanding immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (2) the aggregate consideration consideration, if any, received by the Company for the total number of upon such Additional Shares of Common Stock so issued issue or sold would purchase at the Base Pricesale, and divided by (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in and the event that denominator of which is the number of Below Base Current Market Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any of Common Stock immediately prior to such issue or sale, Warrant Agreement ----------------- provided that, for the . For purposes of this Section 6.02(a3(d), immediately after any -------- Additional Shares the date as of which the Stock Purchase Price and Current Market Price shall be determined shall be the earlier of (i) the date on which the Company shall enter into a firm contract for the issuance or sale of such shares of Common Stock are deemed to have been issued pursuant to Section 6.03 and (ii) the date of actual issuance or 6.04, sale of such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstandingof Common Stock.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, Company at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), date hereof shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 3.3 or 6.043.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Base greater of the Purchase Price and the Current Market Price in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, and in each such case, (i) in the event that the number of shares , subject to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectivelySection 3.8, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Purchase Price by a fraction, (Aa) the numerator of which shall be the sum of (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (yii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base greater of such Purchase Price and such Current Market Price, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided -------- that, for the purposes of this Section 6.02(a)3.2.1, (x) immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 3.3 or 6.043.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, CJI shall at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), shall date of this Agreement issue or sell Additional Shares sell, or be deemed under any provision of this Agreement to have issued or sold, any additional shares of its Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 Stock, whether or 6.04) not subsequently reacquired or retired by CJI, without consideration or for a consideration per share less than the Base Conversion Price in effect, in each case, on the date of and effect immediately prior to such issue or sale, then, then and in each such case, (i) case the Conversion Price in the event that the number of shares effect immediately prior to be so issued such issue or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price sale shall be reduced, effective concurrently with such issue or sale, to a price (calculated to the nearest .001 .01 of a cent) determined by multiplying such Exercise the Conversion Price by a fraction,fraction of which (Aa) the numerator of which shall be the sum of (xi) the number of shares of Common Stock outstanding immediately prior to such issue or sale sale, including, without duplication, those deemed to have been issued under any provision of this Agreement plus (yii) the number of shares of Common Stock which the aggregate consideration received by the Company CJI for the total number of such Additional Shares of Common Stock so issued or sold additional shares would purchase at the Base Price, Conversion Price in effect immediately prior to such issue or sale; and (Bb) the denominator of which shall be the number of shares of Common Stock of CJI outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000including, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or salewithout duplication, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are those deemed to have been issued pursuant to Section 6.03 or 6.04under any provision of this Agreement. No adjustment of the Conversion Price, such Additional Shares however, shall be deemed made in an amount less than one tenth of one percent (.1%) of the Conversion Price then in effect, but any such lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which together with any adjustments so carried forward shall amount to be outstanding, and treasury shares shall not be deemed to be outstandingone tenth of one percent (.1%) of the Conversion Price then in effect or more.