Common use of Issuance of Additional Shares Clause in Contracts

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

Issuance of Additional Shares. (a) Subject to Section 15.7(c) and the last sentence of this Section 3.5(a), on the earlier of (i) the first anniversary of the date on which the Total Bandwidth has been Accepted and/or Deemed Accepted by PSINet or (ii) the fourth anniversary of the Closing, (such earlier date, the "Additional Shares Determination Date"), IXC shall be entitled to receive such number of Additional Shares, based on the Common Stock Price determined as of the Additional Shares Determination Date, or, at the sole discretion of PSINet, such amount of cash, or any combination of Additional Shares and cash, as shall have an Aggregate Fair Market Value equal to the Additional Shares Value as of the Additional Shares Determination Date; provided, however, that PSINet shall be entitled, at its sole option, to accelerate IXC's right to receive Additional Shares and/or cash pursuant to this Section 3.5(a) at any time after the Closing Date to a date prior to the Additional Shares Determination Date pursuant to a notice to such effect given by PSINet to IXC in accordance with the terms of Section 19.5 of this Agreement (the "Additional Shares Acceleration Date") by delivering to IXC not later than 30 days after the Additional Shares Acceleration Date, such number of Additional Shares, based on the Common Stock Price determined as of the Additional Shares Acceleration Date, or, at the sole discretion of PSINet, such amount of cash, or any combination of Additional Shares and cash, as shall have an Aggregate Fair Market Value equal to the Additional Shares Value as of the Additional Shares Acceleration Date. Notwithstanding the foregoing, (i) the right of IXC to receive any Additional Shares and/or cash pursuant to this Section 3.5 shall terminate and be of no further force or effect on such date as the calculation of the IXC Common Shares Value would result in a value equal to or greater than $240,000,000 and (ii) the obligations of IXC under this Agreement shall not be altered, diminished, modified or impaired by any delivery or payment of Additional Shares and/or cash pursuant to this Section 3.5. (b) If the Company shall, at any time or from time to time after prior to the issuance Additional Shares Determination Date, there shall occur a Merger or Other Reorganization Event, then, as a part of and as a condition to the effectiveness of such Merger or Other Reorganization Event, lawful and adequate provision shall be made so that IXC shall thereafter be entitled to receive pursuant to Section 3.5(a) in lieu of any Additional Shares IXC may be entitled to receive under Section 3.5(a), the number of shares of Successor Stock or other securities or property, if any, of PSINet or of the Shares and until successor Person resulting from such time as the Purchaser no longer owns any shares Merger or Other Reorganization Event to which a holder of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) as is equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below))Additional Shares that would otherwise be deliverable pursuant to Section 3.5(a) would have been entitled to receive in connection with such Merger or Other Reorganization Event. In any such case, and (ii) the Effective Price Per Share appropriate provisions shall be adjusted made with respect to equal the effective price per share rights of Common Stock IXC under this Section 3.5 in connection with the Merger or Other Reorganization Event to the end that the provisions of the Triggering Issuance. “Effective Price Per Share” this Section 3.5 shall mean $8.00thereafter be applicable, as subsequently adjusted pursuant nearly as may be, with respect to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner Successor Stock, securities or licensee in connection with a joint ventureproperty that may be deliverable thereafter upon the Additional Shares Determination Date or the Additional Shares Acceleration Date, strategic alliance, licensing agreement, or other similar form of agreementas applicable.

Issuance of Additional Shares. Subject to the exceptions provided below, if prior to December 31, 2000 the Company issues or agrees to issue additional shares of Common Stock or other securities convertible into Common Stock for cash or cash equivalents or other property of the type contemplated by Section 9.4 in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933 (a "Subsequent Transaction") at a price per share (as adjusted for stock splits, stock dividends, stock combinations, reclassifications and other similar changes in its capitalization) lower than the price per share for the Initial Shares determined in accordance with Section 2, then the Company shall issue Adjustment Shares of Common Stock to each Purchaser for no additional consideration. For the purposes of the preceding sentence, the number of "Adjustment Shares" shall be calculated for each Purchaser as follows: X = (C/A) - B, where: X = Number of Adjustment Shares A = Price per Share of subsequent issuance of Common Stock B = Number of Initial Shares initially issued to such Purchaser at the Closing plus, in the case of incuVest LLC, the number of Additional Shares issued at the Second Closing C = Aggregate price of Shares issued to such Purchaser at the Closing and Second Closing The provisions of this Section 9 shall not apply to (a) If issuances to employees, directors, advisors or consultants or former employees or directors, advisors or consultants of the Company shall, at any time of Common Stock or from time options to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of purchase Common Stock issued pursuant to this Agreement the Company's stock option plan or Stockholder Rights Plan, (including shares issued b)any rights offering made to all holders of Common Stock or (c) the issuance of the Additional Shares or Additional Warrants at the Second Closing. In no event shall any adjustment pursuant to this Section 5.3) or six (6) months after 9 result in a reduction of the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with purchased by any Purchaser. In the Shares issued hereunder to Purchaser event a Subsequent Transaction closes prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by Second Closing, the number of shares Adjustment Shares issuable to incuVest LLC based upon the number of Additional Shares and Additional Warrants will be issued (as determined below)), and (ii) at the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementSecond Closing.

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.0010.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

Issuance of Additional Shares. (a) Subject to Section 15.7(c) and the last sentence of this Section 3.5(a), on the earlier of (i) the first anniversary of the date on which the Total Bandwidth has been Accepted and/or Deemed Accepted by PSINet or (ii) the fourth anniversary of the Closing, (such earlier date, the "Additional Shares Determination Date"), IXC shall be entitled to receive such number of Additional Shares, based on the Common Stock Price determined as of the Additional Shares Determination Date, or, at the sole discretion of PSINet, such amount of cash, or any combination of Additional Shares and cash, as shall have an Aggregate Fair Market Value equal to the Additional Shares Value as of the Additional Shares Determination Date; PROVIDED, HOWEVER, that PSINet shall be entitled, at its sole option, to accelerate IXC's right to receive Additional Shares and/or cash pursuant to this Section 3.5(a) at any time after the Closing Date to a date prior to the Additional Shares Determination Date pursuant to a notice to such effect given by PSINet to IXC in accordance with the terms of Section 19.5 of this Agreement (the "Additional Shares Acceleration Date") by delivering to IXC not later than 30 days after the Additional Shares Acceleration Date, such number of Additional Shares, based on the Common Stock Price determined as of the Additional Shares Acceleration Date, or, at the sole discretion of PSINet, such amount of cash, or any combination of Additional Shares and cash, as shall have an Aggregate Fair Market Value equal to the Additional Shares Value as of the Additional Shares Acceleration Date. Notwithstanding the foregoing, (i) the right of IXC to receive any Additional Shares and/or cash pursuant to this Section 3.5 shall terminate and be of no further force or effect on such date as the calculation of the IXC Common Shares Value would result in a value equal to or greater than $240,000,000 and (ii) the obligations of IXC under this Agreement shall not be altered, diminished, modified or impaired by any delivery or payment of Additional Shares and/or cash pursuant to this Section 3.5. (b) If the Company shall, at any time or from time to time after prior to the issuance Additional Shares Determination Date, there shall occur a Merger or Other Reorganization Event, then, as a part of and as a condition to the effectiveness of such Merger or Other Reorganization Event, lawful and adequate provision shall be made so that IXC shall thereafter be entitled to receive pursuant to Section 3.5(a) in lieu of any Additional Shares IXC may be entitled to receive under Section 3.5(a), the number of shares of Successor Stock or other securities or property, if any, of PSINet or of the Shares and until successor Person resulting from such time as the Purchaser no longer owns any shares Merger or Other Reorganization Event to which a holder of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) as is equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below))Additional Shares that would otherwise be deliverable pursuant to Section 3.5(a) would have been entitled to receive in connection with such Merger or Other Reorganization Event. In any such case, and (ii) the Effective Price Per Share appropriate provisions shall be adjusted made with respect to equal the effective price per share rights of Common Stock IXC under this Section 3.5 in connection with the Merger or Other Reorganization Event to the end that the provisions of the Triggering Issuance. “Effective Price Per Share” this Section 3.5 shall mean $8.00thereafter be applicable, as subsequently adjusted pursuant nearly as may be, with respect to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner Successor Stock, securities or licensee in connection with a joint ventureproperty that may be deliverable thereafter upon the Additional Shares Determination Date or the Additional Shares Acceleration Date, strategic alliance, licensing agreement, or other similar form of agreementas applicable.

Issuance of Additional Shares. With respect to each Purchaser, until the earlier of (ai) If such date on which such Purchaser has exercised such Purchaser’s Warrant in full and (ii) the 18th month anniversary of the Closing Date, if the Company shallor any Subsidiary thereof, as applicable, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at any time or from time to time after an effective price per share less than the issuance Per Share Purchase Price (such lower price, the “Base Purchase Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Shares and until Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such time as the Purchaser no longer owns any issuance, be entitled to receive shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration at an effective price per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) that is less than the Effective Price Per Share (as hereinafter defined) (each Purchase Price, such issuance, a “Triggering Issuance”issuance shall be deemed to have occurred for less than the Per Share Purchase Price on such date of the Dilutive Issuance at such effective price), then (i) the Company shall issue issue, with no further consideration due to the Purchaser, for no additional considerationCompany, such additional number of shares of Common Stock which when aggregated with (the Shares issued hereunder to “Additional Shares”)to each such Purchaser prior to such that the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share to each such Purchaser following such Dilutive Issuance shall be adjusted equal to equal the effective price per share of Common Stock quotient of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00aggregate amount paid for Shares by such Purchaser hereunder, as subsequently adjusted pursuant divided by the Base Purchase Price, rounded to this Section 5.3the nearest whole number of shares. Notwithstanding the foregoing, a Triggering Issuance no adjustments shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted be made, paid or issued under this Section 4.12 in respect of an Exempt Issuance or with respect to the Company’s 2009 Equity Compensation PlanWarrants and/or the Warrant Shares (irrespective of the timing regarding exercise of the Warrants by the Purchasers or issuance of the Warrant Shares to the Purchasers). The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.12, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4.12, upon the occurrence of any shares Dilutive Issuance, the Purchaser is entitled to receive a number of Additional Shares based upon the Base Share Price regardless of whether the Purchaser accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, Common Stock Equivalents at the lowest possible conversion or other similar form of agreementexercise price at which such securities may be converted or exercised.

Issuance of Additional Shares. (a) If Except as provided below in clause (b) of this Section 4.3, if the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns while this Warrant is outstanding, issue any additional shares of Common Stock issued pursuant of any class at a price per share less than the Assigned Value in effect immediately prior to this Agreement such issuance or sale, then in each such case the Current Warrant Price or Assigned Value shall each be reduced to an amount determined by multiplying the Current Warrant Price or Assigned Value, as applicable, by a fraction: (including i) the numerator of which shall be (x) the number of shares issued pursuant of Common Stock outstanding (excluding treasury shares) immediately prior to this Section 5.3) or six (6) months after the date issuance of this Agreement, whichever occurs first, issue such additional shares of Common Stock, options to purchase or rights to subscribe for plus (y) the number of shares of Common StockStock issuable upon exercise in full of all outstanding Warrants, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share plus (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (iz) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such net aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for the total number of such issuance additional shares of Common Stock so issued would purchase at the Assigned Value (as determined belowprior to adjustment), and (ii) divided by the denominator of which shall be (x) the number of shares issued of Common Stock outstanding (as determined below)excluding treasury shares) immediately prior to the issuance of such additional shares of Common Stock, plus (y) the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants, plus (z) the actual number of such additional shares of Common Stock so issued. For the purpose of this Section 4.3(a), and (ii) the Effective Price Per Share shall be adjusted issuance of any warrants, options or other subscription or purchase rights with respect to equal the effective price per share shares of Common Stock of any class and the Triggering Issuance. “Effective Price Per Share” issuance of any Convertible Securities (or the issuance of any warrants, options or any rights with respect to such Convertible Securities) shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share (or any shares issued determined as provided in connection therewithSection 4.7(a)) or other form of incentive equity granted or issued under which may be received by the Company’s 2009 Equity Compensation Plan, or any shares of Company for such Common Stock issued to a strategic partner shall be less than the Assigned Value at the time of such issuance and, except as hereinafter provided, an adjustment in each of the Current Warrant Price and Assigned Value shall be made upon each such issuance of warrants, options, rights or licensee Convertible Securities in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.the manner provided in this

Issuance of Additional Shares. If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares in exchange for consideration in an amount per Additional Share less than the Current Market Price at the time the Additional Shares are issued, then the number of Warrant Shares thereafter purchasable upon exercise of the Warrants shall be adjusted to that number determined by multiplying the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior to such adjustment by a fraction (a) If the Company shall, at any time or from time numerator of which shall be the number of Shares outstanding immediately prior to time after the issuance of such Additional Shares plus the number of such Additional Shares so issued, and until (b) the denominator of which shall be the number of Shares outstanding immediately prior to the issuance of such time as Additional Shares plus the Purchaser no longer owns any shares number of Common Stock Shares which the aggregate consideration for the total number of such Additional Shares so issued pursuant to this Agreement (including shares issued pursuant to would purchase at the Current Market Price. For purposes of this Section 5.3) or six (6) months after the date 8.2, for all issuances of this Agreement, whichever occurs first, issue shares Shares except for those Shares issued in connection with an acquisition of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, assets or securities, the additional consideration required to be paid to the Company upon exercise, conversion a tender or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuanceexchange offer, a “Triggering Issuance”)merger or other business combination, then the date as of which the Current Market Price shall be computed shall be the earlier of (i) the date on which the Company shall issue to enter into a firm contract for the Purchaser, for no additional consideration, issuance of such number of shares of Common Stock which when aggregated with the Additional Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share date of actual issuance of such Additional Shares. Subject to Section 8.5 hereof, no further adjustment of the number of Warrant Shares purchasable upon exercise of the Warrants shall be adjusted to equal made under this Section 8.2 upon the effective price per share issuance of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted any Additional Shares: (a) for which an adjustment is provided under Section 8.1 hereof; (b) which are issued pursuant to this Section 5.3. Notwithstanding the foregoingexercise of any Options or the conversion, a Triggering Issuance exchange or exercise of any Convertible Securities, if any such adjustment shall not include any options to purchase shares previously have been made upon the issuance of Common Stock such Options or Convertible Securities (or upon the issuance of any shares issued Option therefor) pursuant to Section 8.3 or 8.4 hereof; or (c) as a distribution or a dividend which is distributed or declared and paid in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection accordance with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementSection 9.2 hereof.

Issuance of Additional Shares. (ai) If the Company shall, In case at any time or from time prior to time after the issuance occurrence of the Initial Public Offering the Company shall (except as hereinafter provided) issue or sell any Additional Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for a consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”)Exercise Price, then the number of shares of Series D Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Series D Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the Company numerator of which shall issue to be the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with issued and outstanding plus the number of Additional Shares issued hereunder of Common Stock deemed to Purchaser be outstanding pursuant to Subsection 5.1(d) immediately prior to the applicable Triggering Issuance would result in an effective purchase price per share issuance of such Additional Shares of Common Stock to plus the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share such Additional Shares of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares so issued (as determined below)), and (ii) the Effective Price Per Share denominator of which shall be adjusted to equal the effective price per share number of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued and outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 5.1(d) immediately prior to the issuance 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 would purchase at the Exercise Price. (ii) In case at any time after the date of the occurrence of the Initial Public Offering the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock for a strategic partner consideration per share less than the Market Price, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 5.1(d) immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 5.1(d) immediately prior to the issuance 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 would purchase at the Market Price. The provisions of this Subsection 5.1(c) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Subsection 5.1(a). No adjustment of the number of shares of Series D Stock or licensee in connection with Common Stock comprising a joint venture, strategic alliance, licensing agreement, Stock Unit shall be made under this subsection upon the issuance of any Additional Shares of Common Stock that are issued pursuant to the exercise of any warrants or other similar form subscription or purchase rights or pursuant to the exercise of agreementany 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 warrant or other rights therefor) pursuant to Subsection 5.1(d).

Issuance of Additional Shares. (a) If the Company shallFair Value of the Rollover Shares on the Measurement Date as set forth in the Final Determination Report is less than the Agreed Value, at the Acquirer shall issue and deliver to the Contributor, within three (3) Business Days following the delivery of the Final Determination Report, such number of additional shares of Common Stock (“Additional Shares”), without requirement of additional payment or consideration due from the Contributor, as is necessary to ensure that the Fair Value of the Rollover Shares plus the Additional Shares is equal to the Agreed Value on and as of the Measurement Date. To the extent that any time or from time shares of capital stock are required to time after be issued to other Persons in connection with the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued Additional Shares, either pursuant to this Agreement the terms of the certificate of incorporation, any Contract (including shares issued pursuant to this Section 5.3any warrant) or six otherwise (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering IssuanceRequired Issuances”), then (i) then, in that case, the Company Valuation Firm shall issue to take into account such Required Issuances in connection with determining the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Additional Shares to be issued hereunder to Purchaser prior to such that the applicable Triggering Issuance would result in an effective purchase price per share Fair Value of Common Stock to the Purchaser (calculated by dividing Rollover Shares plus the Purchase Price by such aggregate number of shares) Additional Shares is equal to the effective price per share of Common Stock Agreed Value following the issuance of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3Required Issuances. Notwithstanding the foregoing, a Triggering Issuance in no event shall not include any options the total number of Additional Shares to purchase shares be issued therefor exceed two hundred forty two thousand seven hundred eighteen (242,718) (the “Share Cap”), as adjusted from time to time pursuant to Section 2F. For purposes of Common Stock (or any shares issued in connection therewith) or other form absolute clarity, the parties hereto acknowledge and agree that the intent of incentive equity granted or issued under the Company’s 2009 Equity Compensation Planforegoing sentence is to ensure that the Valuation Firm grosses up the number of Additional Shares to make the Contributor whole for the Required Issuances, or any shares of Common Stock issued if any, triggered by such Additional Shares, up to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementthe stated cap.

Issuance of Additional Shares. (a) If the Company shallCompany, subsequent to the issuance hereof, shall at any time issue or from time to time after sell any additional Shares other than upon the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date exercise of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share Warrant (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”"Additional Shares"), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares Shares for which this Warrant is exercisable shall be adjusted to equal the sum of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of sharesA) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares Shares for which this Warrant was exercisable immediately prior to such issue or sale and (B) the product obtained by multiplying the number of Additional Shares issued (as determined below))in such issuance by the Target Percentage then in effect, and (ii) the Effective Exercise Price Per Share shall be adjusted reduced to equal a price determined by multiplying the effective price per share Exercise Price in effect immediately prior to such issuance by a fraction, the numerator of Common Stock which shall be the number of Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale and the Triggering Issuance. “Effective Price Per Share” denominator of which shall mean $8.00, as subsequently adjusted pursuant to be the number of Shares issuable upon exercise of this Section 5.3Warrant immediately after such issuance or sale after the adjustment provided for in clause (i) above. Notwithstanding the foregoing, a Triggering Issuance if the Company, subsequent to the issuance hereof, shall at any time issue or sell any Additional Shares solely for cash consideration per share greater than the higher of (i) the Exercise Price or (ii) the then current market price per share of the Shares, no adjustment shall be made pursuant to this Section 2.4(a). (b) The provisions of this Section 2.4 shall not include apply to any options portion of an issuance of Additional Shares for which an adjustment is provided under Section 2.2. No adjustment of the number of Shares for which this Warrant shall be exercisable or the Exercise Price shall be made upon the issuance of any Additional Shares which are issued pursuant to the exercise of any warrants or other subscription or purchase shares rights or pursuant to the exercise of Common Stock any conversion or exchange rights in any securities convertible into Shares ("Convertible Securities") to the extent appropriate 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 shares issued in connection therewith) warrant or other form of incentive equity granted rights therefor) pursuant to Section 2.5 or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementSection 2.6.

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shall issue shares of Common Stock issued pursuant to this Agreement before the first (including shares issued pursuant to this Section 5.31st) or six (6) months after anniversary of the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities Issue Date without consideration or for a consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Purchase Price, the Purchase Price Per Share shall be reduced, concurrently with such issue, to a price (as hereinafter definedcalculated to the nearest cent) (each such issuancedetermined by multiplying the Purchase Price then in effect by a fraction, a “Triggering Issuance”), then (i) the Company numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue to plus the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the total number of shares of Common Stock so issued (as determined below))would purchase at the Purchase Price in effect immediately prior to such issue, and (ii) the Effective Price Per Share denominator of which shall be adjusted to equal the effective price per share number of shares of Common Stock outstanding immediately prior to such issue plus the number of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00such shares of Common Stock so issued; provided that, as subsequently adjusted immediately after any shares of Common Stock are deemed issued pursuant to this Section 5.33.2 such shares of Common Stock shall be deemed to be outstanding. For the purposes of calculating any adjustment to the Purchase Price under this Section 3.2, all shares of Common Stock issuable upon exercise, conversion or exchange of outstanding convertible securities shall be deemed to be outstanding. Notwithstanding the foregoing, no adjustment to the Purchase Price or number of Warrant Shares shall be triggered pursuant to this Section 3.2 by (i) the issuance of ordinary course stock options or share-based compensation to directors, officers, employees or other service providers when issued pursuant to the Company’s existing compensation plans or consistent with past practice, to a Triggering Issuance shall not include any options to purchase maximum of 10% of the Company’s issued and outstanding shares of Common Stock on a fully diluted basis at such time; or (or any shares issued in connection therewithii) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued upon the exercise, conversion or exchange of any convertible security issued prior to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementthe date hereof.

Issuance of Additional Shares. The following provisions shall apply with respect to any Investor that makes an Exchange for Harken Shares pursuant to Article III or IV: (a) If the Company shallIf, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securitiesInvestor's Deficiency Determination Date, the additional consideration required Realized Proceeds with respect to be paid to the Company upon exercise, conversion or exchange) such Investor's Exchange Shares are less than the Effective Invested Amount with respect to such Exchange Shares, then, within 30 Business Days after such Investor's Deficiency Determination Date, Harken shall issue and deliver to such Investor additional Harken Shares in an amount equal to A divided by B, where "A" is equal to the Deficiency Amount with respect to such Exchange Shares, and where "B" is equal to the Current Market Price Per per share of the Harken Shares as of such Investor's Deficiency Determination Date. The number of additional Harken Shares determined pursuant to such formula shall be rounded up or down to the next whole number, and no fractional Harken Shares shall be issued. (b) Notwithstanding the foregoing, provided Harken complies with all its obligations under the Registration Rights Agreement, an Investor shall not be entitled to receive any additional Harken Shares pursuant to Section 5.1(a) unless each Exchange Share issued to such Investor is sold by such Investor in an open market transaction prior to the end of the Selling Period applicable to such Exchange Share. Each Investor shall use its reasonable best efforts to sell its Exchange Shares in an orderly manner designed not to materially disrupt the public market for the Harken Shares; provided, however, that public sales by Investors, on a combined basis, of up to an aggregate of 50,000 Exchange Shares per Trading Day shall not be subject to such manner of sale restriction. (as hereinafter definedc) (each such issuance, a “Triggering Issuance”)If the combined public sales by Investors of Exchange Shares in any one Trading Day exceeds an aggregate of 50,000 shares, then (i) the Company shall issue Realized Proceeds with respect to the Purchaser, for no additional consideration, Exchange Shares sold on such number Trading Day in excess of 50,000 shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in are sold by an effective purchase Investor at a price per share of Common Stock (prior to any commissions, fees or costs) less than the Purchaser (calculated by dividing the Purchase Current Market Price by at which such aggregate number of shares) equal Exchange Shares were issued to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), Investor and (ii) that portion of such Investor's Invested Amount that is attributable to such Exchange Shares, shall not be taken into account in determining the Effective Price Per Share shall be adjusted number of additional Harken Shares issuable to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted such Investor pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement5.1(a).

Issuance of Additional Shares. (a) If the Company shall, at any time Obligor issues or from time sells any Capital Stock ("Additional Capital Stock") after Purchaser has converted some or all of the Debentures in Conversion Stock other than (i) as a dividend or other distribution on the Series A Preferred Stock, in accordance with the Transaction Documents; (ii) pursuant to time the Stock Incentive Plan (the shares of which shall dilute the shareholding interest of all holders of Obligor's Securities on a pro rata basis), (iii) in connection with any additional financing of Obligor (whether debt or equity) after completion of the purchase of all Debentures hereunder (unless excused by virtue of Obligor's breach of this Agreement or any Transition Document) which financing shall dilute the shareholding interest of all Holders other than with respect to shares issued under the Stock Incentive Plan (iv) in connection with any additional financing of Obligor (whether debt or equity) if Purchaser has failed to purchase Debentures by the Outside Purchase Date shown on Schedule 2.2 (unless excused by virtue of Obligor's breach of this Agreement or any Transaction Document) which financing shall dilute the shareholding interest of all Holders other than with respect to shares issued under the Stock Incentive Plan, then Obligor shall issue promptly to each Holder of Conversion Stock the number of shares of such Conversion Stock which, together with the number of shares of such Conversion Stock theretofore held by such holder, equals the number shares of Conversion Stock such Holder would have been entitled to receive upon Conversion pursuant to Section 11.2 had the Additional Capital Stock been issued immediately prior to such conversion. For the purposes of the foregoing calculation, [x] the issuance by Obligor of Common Stock shall be deemed the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such same number of shares of Common Series A Preferred Stock; [y] the issuance by Obligor of any warrant, option or other right to acquire Capital Stock which when aggregated with shall be deemed the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share issuance of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below))issuable pursuant thereto; and [z] each adjustment increasing the number of shares issuable pursuant to any warrant, and (ii) the Effective Price Per Share option or other right to acquire Capital Stock shall be adjusted to equal the effective price per share of Common Stock deemed an issuance of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase additional number of shares of Common Stock (thereby receivable upon exercise or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementexchange thereof.

Issuance of Additional Shares. (a) If the Company shallCompany, at any time while this Warrant is outstanding: (i) issues or from time sells, or is deemed to time after have issued or sold, any Common Stock, other than Excluded Shares; (ii) in any manner grants, issues or sells any rights, options, warrants, options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock that, upon conversion or exchange, would not constitute Excluded Shares (such rights, options or warrants being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”); or (iii) in any manner issues or sells any Convertible Securities that, upon conversion, would not constitute Excluded Shares; for (a) with respect to Section 2.4(i), above, a price per share, or (b) with respect to Sections 2.4(ii) or 2.4(iii), above, a price per share (including the consideration per share paid on issuance of the Shares and until such time as the Purchaser no longer owns any shares of Option or Convertible Securities) for which Common Stock issued pursuant issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Warrant Price then in effect immediately prior to this Agreement (including shares issued pursuant such issuance, sale or grant, then, immediately after such issuance, sale or grant, the Warrant Price then in effect shall be reduced concurrently with such issue to this Section 5.3) or six (6) months after the date amount of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for the consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock issue or deemed issue of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase additional shares of Common Stock (Stock; provided that if such issuance or any shares issued in connection therewith) or other form deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any $.01 of consideration for all such additional shares of Common Stock issued or deemed to be issued. No modification of the issuance terms shall be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Options Series B Warrant No. B-Agent Page — 4 or Convertible Securities. If there is a strategic partner change at any time in (i) the exercise price provided for in any Options, (ii) the additional consideration, if any, payable upon the issuance, conversion or licensee exchange of any Convertible Securities or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, then immediately after such change the Warrant Price then in connection with a joint ventureeffect shall be adjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed exercise price, strategic allianceadditional consideration or changed conversion rate, licensing agreementas the case may be, at the time initially granted, issued or other similar form sold; provided that no adjustment shall be made if such adjustment would result in an increase of agreement.the Warrant Price then in effect..

Issuance of Additional Shares. (a) If the Company shallCompany, at any time while this Warrant is outstanding: (i) issues or from time sells, or is deemed to time after have issued or sold, any Common Stock, other than Excluded Shares; (ii) in any manner grants, issues or sells any rights, options, warrants, options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock that, upon conversion or exchange, would not constitute Excluded Shares (such rights, options or warrants being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”); or (iii) in any manner issues or sells any Convertible Securities that, upon conversion, would not constitute Excluded Shares; for (a) with respect to Section 2.4(i), above, a price per share, or (b) with respect to Sections 2.4(ii) or 2.4(iii), above, a price per share (including the consideration per share paid on issuance of the Shares and until such time as the Purchaser no longer owns any shares of Option or Convertible Securities) for which Common Stock issued pursuant issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Warrant Price then in effect immediately prior to this Agreement (including shares issued pursuant such issuance, sale or grant, then, immediately after such issuance, sale or grant, the Warrant Price then in effect shall be reduced concurrently with such issue to this Section 5.3) or six (6) months after the date amount of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for the consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock issue or deemed issue of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase additional shares of Common Stock (Stock; provided that if such issuance or any shares issued in connection therewith) or other form deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any $.01 of consideration for all such additional shares of Common Stock issued or deemed to be issued. No modification of the issuance terms shall be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Options or Convertible Securities. If there is a strategic partner change at any time in (i) the exercise price provided for in any Options, (ii) the additional consideration, if any, payable upon the issuance, conversion or licensee exchange of any Convertible Securities or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, then immediately after such change the Warrant Price then in connection with a joint ventureeffect shall be adjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed exercise price, strategic allianceadditional consideration or changed conversion rate, licensing agreementas the case may be, at the time initially granted, issued or other similar form sold; provided that no adjustment shall be made if such adjustment would result in an increase of agreement.the Warrant Price then in effect..

Issuance of Additional Shares. (a) If In the Company shallevent that, at on or before ----------------------------- October 1, 2001, McLaren shall issue or sell any time or from time to time after the issuance of the Additional Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for a consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”)Market Price, then the number of Option Shares shall be adjusted to that number determined by multiplying the number of Option Shares immediately prior to such adjustment by a fraction: (i) the Company numerator of which shall issue to be the Purchaser, for no additional consideration, such sum of the number of shares of Common Stock which when aggregated with issued and outstanding, plus the number of Additional Shares issued hereunder of Common Stock deemed to Purchaser be outstanding pursuant to Subsection 4(d) immediately prior to the applicable Triggering Issuance would result in an effective purchase price per share issuance of such Additional Shares of Common Stock, plus the number of such Additional Shares of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), so issued; and (ii) the Effective Price Per Share denominator of which shall be adjusted to equal the effective price per share of Common Stock sum of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares number of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to a strategic partner or licensee in connection with a joint venturebe outstanding pursuant to Subsection 4(d) immediately prior to the issuance of such Additional Shares of Common Stock, strategic alliance, licensing agreement, 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 would purchase at the Per Share Market Price. The provisions of this Subsection 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Subsection 4(b). No adjustment of the number of Option Shares shall be made under this subsection upon the issuance of any Additional Shares of Common Stock that are issued pursuant to the exercise of any warrants or other similar form subscription or purchase rights or pursuant to the exercise of agreementany 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 warrant or other rights therefor) pursuant to Subsection 4(d).

Issuance of Additional Shares. (a) If In the event the Company shall, at any time or from time to time after the issuance of the shall issue Additional Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued (pursuant to this Agreement an Option or otherwise) other than in an Excluded Transaction (including shares issued pursuant to this Section 5.3) or as hereafter defined), for a period of six (6) months after the date issuance hereof or until eighty (80) percent of this Agreementthe Debenture has been converted or redeemed, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for a consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share applicable fair market value t hereof (as hereinafter defineddetermined based upon an average trading price of not more than 10 days preceding the issuance) (each in effect on the date of and immediately prior to such issuance, a “Triggering Issuance”)issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, the numerator of which shall be (i) the Company shall number of shares of Common Stock outstanding immediately prior to such issue to plus (ii) the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder aggregate consideration received or deemed to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration have been received by the Company for such issuance the total number of Additional Shares of Common Stock so COMMON STOCK PURCHASE WARRANT - Page 6 (as determined belowAmerican International Petroleum Corp.) divided by issued would purchase at the fair market value thereof, and the denominator of which shall be (i) the number of shares issued (as determined below)), and of Common Stock outstanding immediately prior to such issue plus (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share number of Additional Shares of Common Stock so issued or deemed to be issued. For the purposes of the Triggering Issuanceforegoing calculation, the number of shares of Common stock deemed to be outstanding immediately prior to the issuance of any securities described in either clause of the preceding sentence shall be the sum of (i) the total number of shares of Common Stock issued and outstanding at such time, plus (ii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issued and outstanding at such time, plus (iii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issuable upon exercise of Options for Convertible Securities issued and outstanding at such time. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include An Excluded Transaction means any options to purchase issuance of shares of Common Stock (or any shares issued in connection therewith) securities convertible into or other form of incentive equity granted exchangeable or issued under the Company’s 2009 Equity Compensation Plan, or any exercisable for shares of Common Stock) (i) pursuant to the acquisition by the Company of operating assets or stock of entities from other than affiliates of the Company to be owned and operated by the Company or a subsidiary of the Company following such acquisition; (ii) upon the exercise of the currently outstanding options and warrants listed in Schedule 2.4 of the Subscription Agreement; (iii) upon the exercise of options issued pursuant to the Company's Stock Option Plans, and any amendments or substitutions thereof; and (iv) upon the exercise of the Warrants issued pursuant to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreementthe Subscription Agreement.

Issuance of Additional Shares. (a) If In the event the Company shallshall ----------------------------- issue Additional Shares of Common Stock (pursuant to an Option or otherwise) other than in an Excluded Transaction (as hereafter defined) without consideration or for a consideration per share less than the applicable fair market value t hereof (as determined based upon an average trading price of not more than 10 days preceding the issuance) in effect on the date of and immediately prior to such issue, at any time or from time then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to time after a price (calculated to the issuance nearest cent) determined by multiplying such Exercise Price by a fraction, the numerator of which shall be (i) the Shares and until such time as the Purchaser no longer owns any number of shares of Common Stock issued pursuant outstanding immediately prior to this Agreement such issue plus (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (iii) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder aggregate consideration received or deemed to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration have been received by the Company for such issuance the total number of Additional Shares of Common Stock so issued would purchase at the fair market value thereof, and the denominator of which shall be (as determined belowi) divided by the number of shares issued (as determined below)), and of Common Stock outstanding immediately prior to such issue plus (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share number of Additional Shares of Common Stock so issued or deemed to be issued. For the purposes of the Triggering Issuanceforegoing calculation, the number of shares of Common stock deemed to be outstanding immediately prior to the issuance of any securities described in either clause of the preceding sentence shall be the sum of (i) the total number of shares of Common Stock issued and outstanding at such time, plus (ii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issued and outstanding at such time, plus (iii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issuable upon exercise of Options for Convertible Securities issued and outstanding at such time. “Effective Price Per Share” shall mean $8.00An Excluded Transaction means COMMON STOCK PURCHASE WARRANT - Page 7 (Silverado Foods, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include Inc - No.1) any options to purchase issuance of shares of Common Stock (or any shares issued in connection therewith) securities convertible into or other form of incentive equity granted exchangeable or issued under the Company’s 2009 Equity Compensation Plan, or any exercisable for shares of Common Stock) (i) pursuant to the acquisition by the Company of operating assets or stock of entities from other than affiliates of the Company to be owned and operated by the Company or a subsidiary of the Company following such acquisition; (ii) upon the exercise of the currently outstanding options and warrants listed in Schedule 2.4 of the Subscription Agreement; (iii) upon the exercise of options issued pursuant to the Silverado Foods, Inc. 1994 Stock Option Plan, and any amendments or substitutions thereof; (iv) upon the exercise of the Warrants issued pursuant to a strategic partner the Subscription Agreement; (v) upon the issuance of Common Stock pursuant to the Royalty Termination Agreement dated November 8, 1996, among the Company, Nonni's, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; (vi) upon the conversion of the Company's 8.0% Convertible Debentures due December 31, 1998, in the original principal amount of $1,100,000; or licensee (vii) upon the conversion of the Company's 9% Convertible Subordinated Notes in connection with a joint venture, strategic alliance, licensing agreement, or other similar form the original principal amount of agreement$3,550,000.

Issuance of Additional Shares. (a) If Except as provided below in clause (b) of this Section 4.3, if the Company shall, at anytime while this Warrant is outstanding, issue any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any additional shares of Common Stock issued pursuant of any class at a price per share less than the Assigned Value in effect immediately prior to this Agreement such issuance or sale, then in each such case the Current Warrant Price or Assigned Value shall each be reduced to an amount determined by multiplying the Current Warrant Price or Assigned Value, as applicable, by a fraction: (including i) the numerator of which shall be (x) the number of shares issued pursuant of Common Stock outstanding (excluding treasury shares) immediately prior to this Section 5.3) or six (6) months after the date issuance of this Agreement, whichever occurs first, issue such additional shares of Common Stock, options to purchase or rights to subscribe for plus (y) the number of shares of Common StockStock issuable upon exercise in full of all outstanding Warrants, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share plus (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (iz) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such net aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for the total number of such issuance additional shares of Common Stock so issued would purchase at the Assigned Value (as determined belowprior to adjustment), and (ii) divided by the denominator of which shall be (x) the number of shares issued of Common Stock outstanding (as determined below)excluding treasury shares) immediately prior to the issuance of such additional shares of Common Stock, plus (y) the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants, plus (z) the actual number of such additional shares of Common Stock so issued. For the purpose of this Section 4.3(a), and (ii) the Effective Price Per Share shall be adjusted issuance of any warrants, options or other subscription or purchase rights with respect to equal the effective price per share shares of Common Stock of any class and the Triggering Issuance. “Effective Price Per Share” issuance of any Convertible Securities (or the issuance of any warrants, options or any rights with respect to such Convertible Securities) shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share (or any shares issued determined as provided in connection therewithSection 4.7(a)) or other form of incentive equity granted or issued under which may be received by the Company’s 2009 Equity Compensation Plan, or any shares of Company for such Common Stock issued to a strategic partner shall be less than the Assigned Value at the time of such issuance and, except as hereinafter provided, an adjustment in each of the Current Warrant Price and Assigned Value shall be made upon each such issuance of warrants, options, rights or licensee Convertible Securities in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.the manner provided in this

Issuance of Additional Shares. (a) If the Company shallCompany, at any time while this Warrant is outstanding: (i) issues or from time sells, or is deemed to time after have issued or sold, any Common Stock, other than Excluded Shares; (ii) in any manner grants, issues or sells any rights, options, warrants, options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock that, upon conversion or exchange, would not constitute Excluded Shares (such rights, options or warrants being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”); or (iii) in any manner issues or sells any Convertible Securities that, upon conversion, would not constitute Excluded Shares; for (a) with respect to Section 2.4(i), above, a price per share, or (b) with respect to Sections 2.4(ii) or 2.4(iii), above, a price per share (including the consideration per share paid on issuance of the Shares and until such time as the Purchaser no longer owns any shares of Option or Convertible Securities) for which Common Stock issued pursuant issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Warrant Price then in effect immediately prior to this Agreement (including shares issued pursuant such issuance, sale or grant, then, immediately after such issuance, sale or grant, the Warrant Price then in effect shall be reduced concurrently with such issue to this Section 5.3) or six (6) months after the date amount of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for the consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock issue or deemed issue of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase additional shares of Common Stock (Stock; provided that if such issuance or any shares issued in connection therewith) or other form deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any $.01 of consideration for all such additional shares of Common Stock issued or deemed to be issued. No modification of the issuance terms shall be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Options Series B Warrant No. B-4 Page — 4 or Convertible Securities. If there is a strategic partner change at any time in (i) the exercise price provided for in any Options, (ii) the additional consideration, if any, payable upon the issuance, conversion or licensee exchange of any Convertible Securities or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, then immediately after such change the Warrant Price then in connection with a joint ventureeffect shall be adjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed exercise price, strategic allianceadditional consideration or changed conversion rate, licensing agreementas the case may be, at the time initially granted, issued or other similar form sold; provided that no adjustment shall be made if such adjustment would result in an increase of agreement.the Warrant Price then in effect..