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

Issuance of Additional Shares of Common Stock. In case the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or for a consideration per share less than the Current Exercise Price, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:

Issuance of Additional Shares of Common Stock. In case (a) If at any time the Company shall at any time after the date of this Warrant (except as hereinafter provided) issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without , other than Permitted Issuances, in exchange for consideration or for a consideration in an amount per share Additional Share of Common Stock less than the Current Exercise PriceWarrant Price at the time the Additional Shares of Common Stock are issued, then such (i) the Current Exercise Warrant Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated as to the nearest cent) number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying such (A) the Current Exercise Warrant Price by (B) a fraction, (a) , the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding at Outstanding immediately prior to such issue or sale multiplied by the close of business on then applicable Current Warrant Price (the day immediately preceding the date of such issuance or sale, plus "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued, and the denominator of which shall be the sum of (a) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which the aggregate consideration received (or by the express provisions hereof this Warrant is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator of which exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or sale by the number of shares of Common Stock outstanding at the close of business on the date of for which this Warrant is exercisable immediately prior to such issuance issue or sale after giving effect and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to such issuance or sale of Additional Shares of Common Stockclause (i) above. For the purpose purposes of the calculation described in this Section 3, 4.3 and for the purposes of making adjustments of the number of shares of Common Stock outstanding for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities convertible into shares of Common Stock shall include, in addition be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock actually outstanding, (A) for which the number of shares of Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock issuable upon is sold as a unit with other securities, the exercise of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of aggregate consideration received for such Common Stock which would shall be obtained through deemed to be net of the exercise or conversion Fair Market Value of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:such other securities.

Issuance of Additional Shares of Common Stock. (i) In case the Company event the Issuer shall at any time after following the date of this Warrant Original Issue Date sell or issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock"Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4) without consideration or for at a consideration price per share less that is lower than the Current Exercise PricePer Share Market Value on the last Trading Day immediately preceding the earlier of the date of announcement of such sale or issuance and the date on which the price for such sale or issuance is agreed or fixed, then the number of shares of Common Stock for which this Warrant is exercisable immediately after such Current Exercise Price sale or issuance shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to equal the nearest cent) number determined by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Current Exercise Price sale or issuance by a fraction, , (ai) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such sale or issuance and (ii) the denominator of which shall be (x) the number of shares of Common Stock outstanding which the aggregate consideration received for such sale or issuance would purchase at the close of business on the day immediately preceding the date of such issuance or sale, Per Share Market Value plus (y) the number of shares of Common Stock which outstanding immediately prior to such sale or issuance. In such event, the aggregate consideration received (or Warrant Price shall be adjusted to that price determined by multiplying the express provisions hereof is deemed to have been received) Warrant Price then in effect by a fraction, the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (A) is the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on before such adjustment, and the day denominator of which is the new number of shares of Common Stock issuable upon exercise of this Warrant determined in accordance with the immediately preceding the issuance or sale or deemed issuance or sale sentence. (ii) No adjustment of Additional Shares of Common Stock, and (B) the number of shares of Common Stock for which would this Warrant shall be obtained through the exercise or conversion exercisable shall be made under paragraph (i) of all Options and Convertible Securities outstanding on the day immediately preceding this Section 4(d) upon the issuance or sale or deemed issuance or sale of any Additional Shares of Common Stock. For purposes Stock which are issued pursuant to the exercise of this any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 3, the following provisions shall also be applicable:4(e).

Issuance of Additional Shares of Common Stock. In case (i) For the Company period commencing on the Original Issue Date and ending on the two (2) year anniversary of the Original Issue Date, in the event the Issuer shall at issue any time after Additional Shares of Common Stock (otherwise than as provided in the date foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant issue Price then in effect or sell any Common Stockwithout consideration, Options, Convertible Securities, or Common Stock Equivalents (hereinafter then the "Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock". (ii) without consideration or for For the period commencing on the two (2) year anniversary of the Original Issue Date and ending on the Termination Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a consideration price per share less than the Current Exercise PriceWarrant Price then in effect or without consideration, then such Current Exercise the Warrant Price then in effect shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price multiplied by a fraction, fraction (a) the numerator of which shall be equal to the sum of (x) the number of shares of outstanding Common Stock outstanding at immediately prior to the close of business on the day immediately preceding the date issuance of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such a price per share equal to the Warrant Price then Current Exercise Price, and in effect and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition equal to the number of shares of outstanding Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding after the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of such Additional Shares of Common Stock. For purposes of this Section, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such issue or upon conversion of Convertible Securities (as defined below) (including Series A Convertible Preferred Stock of the Company, par value $.001 per share) outstanding immediately prior to such issue are deemed outstanding. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made pursuant to this Section 34(d)(ii) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the following provisions shall also be applicable:issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. In case (a) If at any time the Company shall at any time after the date of this Warrant (except as hereinafter provided) issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without , in exchange for consideration or for a consideration in an amount per share Additional Share of Common Stock which is less than the Current Exercise PriceWarrant Price at the time the Additional Shares of Common Stock are issued, then such (i) the Current Exercise Warrant Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated as to the nearest cent) number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying such Current Exercise Price by a fraction, dividing (aA) an amount equal to the numerator sum of which shall be (x) the number of shares of Common Stock outstanding at immediately prior to such issue or sale multiplied by the close of business on then existing Current Warrant Price plus (y) the day immediately preceding consideration, if any, received by the date of Company upon such issuance issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) 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 (or by the express provisions hereof is deemed to have been received) by the Company for offering price of the total number of such Additional Shares of Common Stock so issued or sold would purchase at such the then Current Exercise Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying (A) such Current Warrant Price by (B) a fraction, and (b) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately after such issue or sale. (c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the close time the Additional Shares of business on Common Stock are issued, the date adjustment required under this Section 4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of such paragraphs (a) and (b) of Section 4.3 shall not apply to any issuance or sale after giving effect to such issuance or sale of Additional Shares of Common StockStock for which an adjustment is provided under Section 4.1 or Section 4.2. For the purpose No adjustment of the calculation described in this Section 3, the number of shares of Common Stock outstanding for which this Warrant shall include, in addition to the number be exercisable shall be made under paragraph (a) or (b) of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable this Section 4.3 upon the exercise issuance of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of any Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of all Options and such warrants or other rights or upon the issuance of such Convertible Securities outstanding on the day immediately preceding (or upon the issuance of any warrant or sale other rights therefor) pursuant to Section 4.4 or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:4.5.

Issuance of Additional Shares of Common Stock. (a) In case the event the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or , other than Permitted Issuances, for a consideration per share Additional Share of Common Stock less than the Current Exercise Market Price, then such the Current Exercise Warrant Price shall simultaneously with such issuance or sale be adjusted reduced to an Exercise Price (a price calculated to the nearest cent) determined by multiplying such the then existing Current Exercise Warrant Price by a fraction, (a) fraction the numerator of which shall be the sum of (xi) the number of Fully Diluted Outstanding shares of Common Stock outstanding at immediately prior to such issue or sale multiplied by the close Current Market Price per share of business on Common Stock immediately prior to such issue or sale plus (ii) the day immediately preceding consideration received by the date of Company upon such issuance issue or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock outstanding at immediately after such issue or sale multiplied by the close Current Market Price per share of business on Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such issuance shares or sale after giving effect to (ii) issue such issuance or sale of Additional Shares of Common Stockshares. For the purpose Upon any adjustment of the calculation described Current Warrant Price as provided in this Section 35.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock outstanding shall include, (calculated to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price in addition effect immediately prior to such adjustment by the number of shares of Common Stock actually outstanding, purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment. (Ab) the number of shares of Common Stock issuable upon the exercise The provisions of this Warrant if fully exercised on the day immediately preceding the Section 5.2 shall not apply to any issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) Stock for which an adjustment is provided under Section 5.1. No adjustment shall be made under this Section 5.2 upon the number issuance of shares any Additional Shares of Common Stock which would be obtained through are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of all Options and such warrants or other rights or upon the issuance of such Convertible Securities outstanding on the day immediately preceding (or upon the issuance of any warrant or sale other rights therefor) pursuant to Section 5.3 or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:5.4.

Issuance of Additional Shares of Common Stock. In case (i) For the Company period commencing on the Original Issue Date and ending on the two (2) year anniversary of the Original Issue Date, in the event the Issuer shall at issue any time after Additional Shares of Common Stock (otherwise than as provided in the date foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant issue Price then in effect or sell any Common Stockwithout consideration, Options, Convertible Securities, or Common Stock Equivalents (hereinafter then the "Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock". (ii) without consideration or for For the period commencing on the two (2) year anniversary of the Original Issue Date and ending on the Termination Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a consideration price per share less than the Current Exercise PriceWarrant Price then in effect or without consideration, then such Current Exercise the Warrant Price then in effect shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price multiplied by a fraction, fraction (a) the numerator of which shall be equal to the sum of (x) the number of shares of outstanding Common Stock outstanding at immediately prior to the close of business on the day immediately preceding the date issuance of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such a price per share equal to the Warrant Price then Current Exercise Price, and in effect and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition equal to the number of shares of outstanding Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding after the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of such Additional Shares of Common Stock. For purposes of this Section, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such issue or upon conversion of Convertible Securities (as defined below) (including Series A Convertible Preferred Stock of the Company, par value $.001 per share and Series B Convertible Preferred Stock of the Company, par value $.001) outstanding immediately prior to such issue are deemed outstanding. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made pursuant to this Section 34(d)(ii) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the following provisions shall also be applicable:issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. In case If at any time the Company shall at any time after the date of this Warrant (except as hereinafter provided) issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without Stock in exchange for consideration or for a consideration in an amount per share Additional Share of Common Stock less than the Current Exercise PriceMarket Price at the time the Additional Shares of Common Stock are issued, then such Current Exercise Price the number of shares of Common Stock thereafter comprising a Stock Unit shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such Current Exercise Price adjustment by a fraction, fraction (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at immediately prior to the close of business on the day immediately preceding the date issuance of such issuance or sale, plus (y) the number of shares Additional Shares of Common Stock which plus the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number Warrant Agreement ----------------- of such Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Priceissued, and and (b) the denominator of which shall be the number of shares of Common Stock outstanding at immediately prior to the close of business on the date issuance of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) plus the number of shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price. For purposes of this Section 6.02, for all issuances of shares of Common Stock except for those shares issued in connection with an acquisition of assets or stock, a tender or exchange offer, a merger or other business combination, the date as of which the Current Market Price shall be obtained through computed shall be the exercise or conversion earlier of all Options and Convertible Securities outstanding (i) the date on which the day immediately preceding Company shall enter into a firm contract for the issuance or sale or deemed of such Additional Shares of Common Stock and (ii) the date of actual issuance or sale of such Additional Shares of Common Stock. For purposes Subject to Section 6.05 hereof, no further adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made under this Section 36.02 upon the issuance of any Additional Shares of Common Stock: (a) for which an adjustment is provided under Section 6.01 hereof; (b) which are issued pursuant to the exercise of any Options or the conversion, exchange or exercise of any Convertible Securities, if any such adjustment shall previously have been made upon the following provisions shall also be applicable:issuance of such Options or Convertible Securities (or upon the issuance of any Option therefor) pursuant to Section 6.03 or 6.04 hereof; or (c) as a distribution or a dividend which is distributed or declared and paid in accordance with Section 7.02 hereof.

Issuance of Additional Shares of Common Stock. In case (i) Except as provided in Section 4(c)(ii), in the event the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or for a consideration per additional share of Common Stock less than the Current Exercise Fair Market Price per Share (the "Discounted per Share Price"), then such Current the Per Share Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated reduced to the nearest cent) determined by multiplying such Current Exercise Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price by a fraction, per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the numerator of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date issuance of such issuance shares or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of issue such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stockshares. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (A) the The number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the day immediately preceding basis that (i) the issuance or sale or deemed issuance or sale maximum number of Additional Shares additional shares of Common StockStock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (Biii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which would were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be obtained through deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the exercise effect of such rights or conversion of all Options and Convertible Securities outstanding options or other convertible securities on the day then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately preceding after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or sale any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed issuance or sale to be the fair value, as determined in good faith by the Board of Additional Shares Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. For purposes The consideration for any additional shares of this Section 3Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the following provisions Company shall also be applicable:deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. In case the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or shares of Common Stock Equivalents (hereinafter after the "Additional Shares of Common Stock") without consideration or Closing Date for a consideration per share less than the Current Exercise PriceMarket Price (as defined below) per share on the date immediately prior to such issuance, then such Current the Exercise Price shall simultaneously with upon each such issuance or sale shall be adjusted to an Exercise Price (calculated to the nearest full cent) determined to the price calculated by multiplying such Current MULTIPLYING the then existing Exercise Price by a fraction, (a) fraction the numerator of which shall be is (xA) the sum of (1) the number of shares of Common Stock outstanding at immediately prior to such issue or sale multiplied by the close Market Price per share of business Common Stock on the day date immediately preceding prior to such issue or sale PLUS (2) the date of consideration received by the Company upon such issuance issue or sale, plus divided by (yB) the total number of shares of Common Stock which the aggregate consideration received (outstanding immediately after such issue or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Pricesale, and (b) and the denominator of which shall be the number of shares Market Price per share of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect immediately prior to such issuance issue or sale of Additional Shares of Common Stocksale. For the purpose purposes of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (ASECTION 8.2(b) the number of shares of Common Stock issuable upon the exercise adjustment shall be made successively whenever any issuance is made, and shall become effective immediately after such issuance. The provisions of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (BSECTION 8.2(b) the number of shall not apply to any additional shares of Common Stock which would 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 obtained through 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) the Company issues shares of Common Stock to individuals or entities upon the exercise or conversion of all Options and Convertible Securities or Stock Purchase Rights outstanding on the day immediately preceding date hereof, or pursuant to Stock Purchase Rights issued pursuant to the 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 either (A) the Market Price on the date of the issuance of such warrants, rights or sale options, or deemed (B) the average Market Prices for the ten (10) consecutive trading days ending on the date of the issuance of such warrants, rights or sale of Additional Shares of Common Stockoptions. For purposes of As used in this Section 3Agreement, the following provisions phrase "Market Price" at any date shall also be applicable:deemed to be the last reported sale price, 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 listed or admitted to trading 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 after the date hereof the Company shall at (except as hereinafter provided) issue any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock"Stock for a consideration less than (a) without consideration the then effective per share Warrant Price or (b) the Current Market Price per share, then the per share Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the per share Warrant Price in effect immediately prior to such event by a fraction: (i) if issued for a consideration per share less than the Current Exercise then effective per share Warrant Price, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction,: (a1) the numerator of which shall be (x) the number of shares of Common Stock outstanding at immediately prior to the close of business on the day immediately preceding the date issuance of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such the then Current Exercise effective per share Warrant Price, and (b2) the denominator of which shall be the number of shares of Common Stock outstanding at immediately prior to the close of business on the date issuance of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. (ii) if issued for a consideration per share less than the Current Market Price per share of Common Stock. For : (1) the purpose numerator of the calculation described in this Section 3, which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and (2) the denominator of which shall include, in addition to be the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day outstanding immediately preceding prior to the issuance or sale or deemed issuance or sale of such Additional Shares of Common Stock, and (B) Stock plus the number of shares such Additional Shares of Common Stock so issued. If such Additional Shares of Common Stock shall be issued at a price per share less than both the then effective per share Warrant Price and the Current Market Price per share of Common Stock, the per share Warrant Price shall be adjusted in the manner which will result in the greatest reduction of the per share Warrant Price. The provisions of this Section 3.2 shall not apply to any Additional Shares of Common Stock which would are distributed to holders of Common Stock as a stock dividend or subdivision, for which an adjustment is provided for under Section 3.1. No adjustment of the per share Warrant Price shall be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding made under this Section 3.2 upon the issuance or sale or deemed issuance or sale of any Additional Shares of Common Stock. For purposes Stock which are issued pursuant to the exercise of this any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 3, the following provisions shall also be applicable:3.3.

Issuance of Additional Shares of Common Stock. In case If at any time the Company shall at any time after the date of this Warrant issue or sell (i) any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without Stock in exchange for consideration or for a consideration in an amount per share Additional Share of Common Stock less than the Current Exercise PriceFair Market Value Per Share of Common Stock at the time the Additional Shares of Common Stock are issued or sold or (ii) any Convertible Securities having an exercise price or Conversion Price in an amount per share of Common Stock less than the Fair Market Value Per Share of Common Stock at the time of such issuance or sale, then such Current Exercise Price the number of shares of Common Stock for which this Warrant is exercisable shall simultaneously with 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 issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, fraction (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of after such issuance or sale, plus sale (yassuming the conversion or exercise of all such Convertible Securities) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect immediately prior to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, plus either (Ax) the number of shares which the aggregate offering price of Common Stock issuable upon the exercise total number of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of such Additional Shares of Common Stock, and Stock would purchase at the then Fair Market Value Per Share or (By) the number of shares of Common Stock which would could be obtained through purchased if the exercise price of such Convertible Security or the Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. No adjustments shall be made upon the exercise or conversion of all Options and Convertible Securities outstanding on Securities. For purposes of this paragraph, (i) the day immediately preceding the issuance or sale or deemed issuance or sale of term "Additional Shares of Common Stock. For purposes " means any shares of this Section 3, Common Stock issued by the following provisions shall also be applicable:Company after the Closing Date other than Warrant Stock or stock issuable upon the exercise of options granted

Issuance of Additional Shares of Common Stock. In case (a) If at any time the Company shall at any time after the date of this Warrant (except as hereinafter provided) issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without , in exchange for consideration or for a consideration in an amount per share Additional Share of Common Stock which is less than the Current Exercise PriceWarrant Price at the time the Additional Shares of Common Stock are issued, then such (i) the Current Exercise Warrant Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated as to the nearest cent) number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying such Current Exercise Price by a fraction, dividing (aA) an amount equal to the numerator sum of which shall be (x) the number of shares of Common Stock outstanding at immediately prior to such issue or sale multiplied by the close of business on then existing Current Warrant Price plus (y) the day immediately preceding consideration, if any, received by the date of Company upon such issuance issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (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 (or by the express provisions hereof is deemed to have been received) by the Company for offering price of the total number of such Additional Shares of Common Stock so issued or sold would purchase at such the then Current Exercise Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying (A) such Current Warrant Price by (B) a fraction, and (b) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately after such issue or sale. (c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the close time the Additional Shares of business on Common Stock are issued, the date adjustment required under this Section 4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of such paragraphs (a) and (b) of Section 4.3 shall not apply to any issuance or sale after giving effect to such issuance or sale of Additional Shares of Common StockStock for which an adjustment is provided under Section 4.1 or Section 4.2. For the purpose No adjustment of the calculation described in this Section 3, the number of shares of Common Stock outstanding for which this Warrant shall include, in addition to the number be exercisable shall be made under paragraph (a) or (b) of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable this Section 4.3 upon the exercise issuance of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of any Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of all Options and such warrants or other rights or upon the issuance of such Convertible Securities outstanding on the day immediately preceding (or upon the issuance of any warrant or sale other rights therefor) pursuant to Section 4.4 or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:4.5.

Issuance of Additional Shares of Common Stock. In case the Company shall event that at any time or from time to time after the date of this Warrant hereof the Company shall issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at thereafter purchasable upon the close exercise of business on the day immediately preceding the date of such issuance or sale, plus (y) each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock which purchasable upon the aggregate consideration received (exercise of each Credit Warrant immediately prior to such issue or sale by a fraction the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (i) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (Bii) the number of shares of Common Stock which would could be obtained through purchased at the exercise or conversion of all Options and Convertible Securities outstanding on Current Market Value with the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance or sale of Additional Shares the additional shares of Common Stock. For the purposes of this Section 34.4, the following provisions date as of which the Current Market Value per share of Common Stock shall also be computed shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Credit Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of 13 15 Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable:, (c) the exercise of the Credit Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Shareholder Subordinated Debt (as defined in the Credit Agreement), (d) a private placement of Common Stock of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement and (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4.

Issuance of Additional Shares of Common Stock. In case If at any time the Company shall at any time after the date of this Warrant issue or sell (i) any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without Stock in exchange for consideration or for a consideration per share less than the Current lesser of (a) the Fair Market Value Per Share of Common Stock at the time of such issuance or sale, or (b) the Exercise Price, then such Current Exercise Price shall simultaneously with as applicable on the date of such issuance or sale or (ii) any Convertible Security having an exercise price or Conversion Price in an amount per share of Common Stock less than the lesser of (a) the Fair Market Value Per Share of Common Stock at the time of such issuance or sale or (b) the Exercise Price, as applicable on the date of such issuance or sale, then the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to an Exercise Price (calculated to equal the nearest cent) determined product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Current Exercise Price issuance or sale by a fraction, fraction (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of after such issuance or sale, plus sale (yassuming the conversion or exercise of all such Convertible Securities) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect immediately prior to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, plus either (Ax) the number of shares which the aggregate offering price of Common Stock issuable upon the exercise total number of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of such Additional Shares of Common Stock, and Stock would purchase at the then Fair Market Value Per Share or applicable Exercise Price (Bwhichever is less) or (y) the number of shares of Common Stock which would could be obtained through purchased if the exercise price of such Convertible Security or the Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share or applicable Exercise Price (whichever is less). Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. No adjustments shall be made upon the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common StockSecurities. For purposes of this Section 3, the following provisions shall also be applicable:this

Issuance of Additional Shares of Common Stock. In case If at any time the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for gross consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value (other than (x) shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company, (y) Warrant Shares issued pursuant to exercise of this Warrant or (z) shares in respect of which the adjustment provisions of this Agreement have been applied), then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (xi) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted (proportionately among the Tranches in accordance with the number of purchasable shares of Common Stock remaining in each of the Tranches at such time) to equal the close of business on the day immediately preceding the date of such issuance or sale, plus (y) product obtained by multiplying the number of shares of Common Stock for which the aggregate consideration received this Warrant is exercisable immediately prior to such issue or sale (or by the express provisions hereof is deemed assuming there were no conditions to have been receivedexercise) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Pricea fraction, and (bA) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and (B) the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (1) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (B2) the number of shares of Common Stock which would could be obtained through purchased at such Market Value with the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance of the additional shares of Common Stock, and (ii) the Exercise Price shall be adjusted to equal (A) the Exercise Price immediately prior to such issue or sale multiplied by the number of Additional Shares shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale (assuming there were no conditions to exercise) divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment (assuming there were no conditions to exercise). For the purposes of this Section 3.5, the date as of which the Market Value per share of Common Stock 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. For purposes of this Section 3In 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 following provisions Common Stock to be so issued shall also be applicable:deemed to have been issued on the date immediately before the date such contract is entered into and the consideration to be received therefor shall be deemed to be the value for such Common Stock derived from such ratio on such date.

Issuance of Additional Shares of Common Stock. In case (a) Subject to Section 4.4(b), in the Company shall event that at any time or from time to time after the date of this Warrant hereof the Company shall issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at thereafter purchasable upon the close exercise of business on the day immediately preceding the date of such issuance or sale, plus (y) each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock which purchasable upon the aggregate consideration received (exercise of each Warrant immediately prior to such issue or sale by a fraction the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (i) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (Bii) the number of shares of Common Stock which would could be obtained through purchased at the exercise or conversion of all Options and Convertible Securities outstanding on Current Market Value with the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance or sale of Additional Shares the additional shares of Common Stock. For the purposes of this Section 34.4, the following provisions date as of which the Current Market Value per share of Common Stock shall also be computed shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a private placement transaction in which at least 50% of the shares of Common Stock being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock other than the Warrants or the Warrant Shares, (c) a transaction to which Section 4.1, 4.2 or 4.3 is applicable:, (d) the exercise of the Warrants, (e) the exercise of rights or options issued to the Company’s employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4 (but only to the extent that the aggregate number of shares excluded hereby does not exceed 5% of the Common Stock outstanding on the date hereof) and (f) Common Stock issued to stockholders of any Person that is not an Affiliate of the Company and that merges with the Company in proportion to their stock holdings of such Person immediately prior to such merger. (b) Notwithstanding Section 4.4(a), the Company is not required to make an adjustment pursuant to this Section 4.4 if at the time of an issuance or sale of additional shares of Common Stock to holders of Common Stock, the Company offers the same sale or issuance of additional shares of Common Stock to Holders as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable).

Issuance of Additional Shares of Common Stock. In case If at any time the Company shall at any time after the date of this Warrant (except as hereinafter provided) issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without , for consideration or for a consideration in an amount per share Additional Share of Common Stock less than the Current Exercise PricePrice in effect immediately before the time of such issue or sale, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (xi) the number of shares of Common Stock outstanding at for which this Warrant is exercisable shall be adjusted to equal the close of business on the day immediately preceding the date of such issuance or sale, plus (y) product obtained by multiplying the number of shares of Common Stock for which the aggregate consideration received this Warrant is exercisable immediately before such issue or sale by a fraction (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (bA) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and (B) the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (1) the number of shares of Common Stock outstanding immediately before such issue or sale, and (2) the aggregate consideration received from the issuance or sale of the Additional Shares of Common Stock divided by the Current Market Price, and (ii) the Exercise Price shall include, in addition be adjusted to equal (A) the Exercise Price multiplied by the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of for which this Warrant if fully exercised on is exercisable immediately before the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. For the purposes of this Section 3C, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of (a) the date on which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding Company shall enter into a binding contract for the issuance of such Additional Shares of Common Stock or sale or deemed (b) the date of actual issuance or sale of such Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:.

Issuance of Additional Shares of Common Stock. In case the Company shall event that at any time or from time to time after the date of this Warrant hereof the Company shall issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at thereafter purchasable upon the close exercise of business on the day immediately preceding the date of such issuance or sale, plus (y) each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock which purchasable upon the aggregate consideration received (exercise of each Credit Warrant immediately prior to such issue or sale by a fraction the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (i) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (Bii) the number of shares of Common Stock which would could be obtained through purchased at the exercise or conversion of all Options and Convertible Securities outstanding on Current Market Value with the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance or sale of Additional Shares the additional shares of Common Stock. For the purposes of this Section 34.4, the following provisions date as of which the Current Market Value per share of Common Stock shall also be computed shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Credit Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable:, (c) the exercise of the Credit Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Shareholder Subordinated Debt (as defined in the Credit Agreement), (d) a private placement of Common Stock of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement and (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the

Issuance of Additional Shares of Common Stock. In case at any time or from time to time after the Effective Date the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or Stock for a consideration per share less than the Current Exercise Price, then such Current Exercise Market Price shall simultaneously with per share of Common Stock on the date of such issuance or sale (other than with respect to (I) a dividend or distribution referred to in Section 5.1.1, (II) the Warrants and the Underlying Common Stock, or any other warrants or options hereafter granted to the Initial Holder as compensation for financing or other services provided by the Initial Holder to the Company and the shares issued upon exercise of any such warrants or options, (III) any currently outstanding options, warrants, rights or Convertible Securities, provided such Securities are not “repriced” (i.e. consensually repriced other than through operation of antidilution provisions in effect on the date hereof) to a lower exercise or conversion price or (IV) sales of shares of Common Stock in accordance with and pursuant to the terms of the Company’s Equity Incentive Plans), then, and in each such case, effective immediately after such issuance or sale, the number of shares of New Common Stock constituting a Stock Unit shall be adjusted to an Exercise Price (calculated to the nearest cent) that number determined by multiplying the number of shares of New Common Stock constituting a Stock Unit immediately prior to such Current Exercise Price adjustment by a fraction, fraction (anot less than one) (i) the numerator of which shall be (x) the number of shares of Common Stock outstanding at immediately prior to the close of business on the day immediately preceding the date issuance or sale of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and and (bii) the denominator of which shall be the number of shares of Common Stock outstanding at immediately prior to the close of business on the date of such issuance or sale after giving effect to of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Current Market Price. No adjustment of the number of shares of New Common Stock constituting a Stock Unit shall be made under this Section 5.1.5 upon (x) any issuance or sale of Additional Shares of Common StockStock for which an adjustment is provided under Section 5.1. For the purpose 1 or (y) any issuance or sale of the calculation described in this Section 3, the number of shares any Additional Shares of Common Stock outstanding shall include, in addition that are issued pursuant to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities if fully exercised on any such adjustment shall previously have been made upon the day immediately preceding issuance or distribution of such warrants or other rights or upon the issuance or sale of such Convertible Securities (or deemed upon the issuance of any warrant or other rights therefor) pursuant to Sections 5.1.2, 5.1.6, 5.1.7 or 5.1.8 or (z) any issuance upon a merger or consolidation or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock to which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:5.1.11 applies.

Issuance of Additional Shares of Common Stock. In case the Company shall event that at any time or from time to time after the date of this Warrant hereof the Company shall issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at thereafter purchasable upon the close exercise of business on the day immediately preceding the date of such issuance or sale, plus (y) each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock which purchasable upon the aggregate consideration received (exercise of each Warrant immediately prior to such issue or sale by a fraction the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (i) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (Bii) the number of shares of Common Stock which would could be obtained through purchased at the exercise or conversion of all Options and Convertible Securities outstanding on Current Market Value with the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance or sale of Additional Shares the additional shares of Common Stock. For the purposes of this Section 34.4, the following provisions date as of which the Current Market Value per share of Common Stock shall also be computed shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable:, (c) the exercise of the Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Second Amendment, (d) a private placement of Common Stock of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement and (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4.

Issuance of Additional Shares of Common Stock. In case the Company shall event that at any time or from time to time after the date of this Warrant hereof the Company shall issue or sell any Common Stock, Options, Convertible Securities, or additional shares of Common Stock Equivalents (hereinafter the "Additional Shares for consideration in an amount per additional share of Common Stock") without consideration or for a consideration per share Stock less than the Current Exercise PriceMarket Value, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction, (a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at thereafter with respect to which the close Holder of business on a CVR shall be entitled to a Contingent Value Payment upon the day immediately preceding the date exercise of such issuance or sale, plus (y) each CVR shall be increased to a number determined by multiplying the number of shares of Common Stock with respect to which the aggregate consideration received (Holder of a CVR shall be entitled to a Contingent Value Payment upon the exercise of each CVR immediately prior to such issue or sale by a fraction the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and (b) the denominator numerator of which shall be the number of shares of Common Stock outstanding at immediately after such issue or sale, and the close denominator of business on which shall be the date sum of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, (i) the number of shares of Common Stock outstanding shall include, in addition immediately prior to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance such issue or sale or deemed issuance or sale of Additional Shares of Common Stocksale, and (Bii) the number of shares of Common Stock which would could be obtained through purchased at the exercise or conversion of all Options and Convertible Securities outstanding on Current Market Value with the day immediately preceding aggregate consideration received from the issuance or sale or deemed issuance or sale of Additional Shares the additional shares of Common Stock. For the purposes of this Section 35.4, the following provisions date as of which the Current Market Value per share of Common Stock shall also be computed shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 5.4, the number of shares of Common Stock with respect to which the Holder of a CVR shall be entitled to a Contingent Value Payment upon exercise of any CVR shall not be adjusted pursuant to this Section 5.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commited underwritten public offering of Common Stock of the Company, (b) a private placement transaction in which at least 50% of the shares of Common Stock being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock, (c) a transaction to which Section 5.1, 5.2 or 5.3 is applicable:, (d) the exercise of the CVRs, (e) the exercise of rights or options issued to the Company's or any of its Subsidiaries' employees, officers, directors, consultants or advisors under bona fide benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 5.4 (but only to the extent, in the case of rights or options granted after the date hereof, that the aggregate number of shares excluded hereby does not exceed 5% of the Common Stock outstanding on the date of this Agreement) or (f) Common Stock issued to stockholders of any Person that is not an Affiliate of the Company and that merges with the Company in proportion to their stock holdings of such Person immediately prior to such merger.

Issuance of Additional Shares of Common Stock. In case If at any time prior --------------------------------------------- to the Expiration Date the Company shall at issue any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or Stock for a consideration per share (the "SUBSEQUENT ISSUE PRICE") less than the Current Exercise PricePrice as in effect immediately prior to such issuance, then such Current the Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated reduced to the nearest centprice calculated by dividing (i) determined by multiplying such Current Exercise Price by a fraction, (a) an amount equal to the numerator sum of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of prior to such issuance or sale, multiplied by the Exercise Price then in effect plus (y) the aggregate consideration, if any, received by the Company in connection with such issuance, by (ii) the total number of shares of Common Stock which the aggregate consideration received (outstanding immediately after such issuance. For purposes of this SECTION 2.4, "Additional Shares of Common Stock" shall mean all shares of Common Stock issued or by the express provisions hereof is deemed to have been received) issuable by the Company after the Original Issue Date, other than shares issued (i) under the Company's employee stock option plan as approved by the Company's Board of Directors, (ii) in conversion of existing debt, (iii) upon exercise of options or warrants existing as of the date of this Warrant, (iv) for the purpose of acquiring another entity, or (v) in stock dividends, stock splits, continuations, recapitalizations, mergers and reorganizations. For purposes of this SECTION 2.4, in the case of convertible securities, there shall be determined the price per share for which Additional Shares of Common Stock are issuable upon the conversion or exchange thereof, such determination to be made by dividing (i) the total amount received or receivable by the Company as consideration for the issue or sale of such convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon conversion or exchange thereof by (ii) the maximum aggregate number of additional Shares of Common Stock issuable upon conversion or exchange of all such convertible securities for such minimum aggregate amount of additional consideration; and such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such convertible securities, whether or not then exercisable or convertible) of such maximum number of Additional Shares of common stock at the price per share so determined. If any rights of conversion or exchange evidenced by convertible securities the issuance of which resulted in an adjustment to the Exercise Price and the number of Warrant Shares issuable hereunder pursuant to this SECTION 2.4 shall expire without having been exercised, or if any such convertible securities are exercised for a consideration greater than or for a number of Additional Shares of Common Stock so issued or sold less than those used for purposes of determining the adjustment to the Exercise Price provided in this SECTION 2.4, the adjusted Exercise Price shall forthwith be readjusted to such Exercise Price as would purchase at have been in effect had an adjustment with respect to such then Current Exercise Price, and (b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business Convertible Securities been made on the date of such issuance or sale after giving effect to such issuance or sale of basis that the only Additional Shares of Common StockStock issued or sold were those issued upon the conversion or exchange of such convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of such Convertible Securities. For Notwithstanding anything to the purpose of the calculation described contrary in this Section 3, the number of shares of Common Stock outstanding shall includeSECTION 2.4, in addition to no event shall (i) the number of shares of Common Stock actually outstanding, Exercise Price be increased or (Aii) the number of shares of Common Stock issuable upon Warrant Shares purchasable hereunder be decreased pursuant to the exercise provisions of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:SECTION 2.4.