Common use of Options and Convertible Securities Clause in Contracts

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stock; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisableexercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeableexchangeable immediately following such issuance), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were are first issued and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to for the shares of Common Stock covered thereby (if the purchase or acquire price per share of Common StockStock is expressed as a range, the purchase price per share for purposes of this subparagraph (z) (1) shall be the average of such range of prices); (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, thereto shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above); (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In case the case of Company shall in any manner issue or grant any options or any Convertible Securities, the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate total maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company issuable upon the exercise of such options, warrants options or other rights to purchase or acquire Common Stock; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion or exchange of or in exchange for any the total maximum amount of such Convertible Securities at the time such Convertible Securities first become convertible or exchangeable securitiesshall (as of the date of issue or grant of such options or, in the case of the issue or sale of Convertible Securities other than where the same are issuable upon the exercise of options, warrants as of the date of such issue or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall sale) be deemed to be issued and to be outstanding for the purpose of this section and to have been issued at for the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to sum of the consideration, amount (if any, received by ) paid for such options or Convertible Securities and the Company for any such securities and related options, warrants or rights minimum amount (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company ) payable upon the exercise of such options or upon conversion or exchange of such securities, or upon Convertible Securities at the exercise of any related options, warrants or rights to purchase or acquire time such Convertible Securities first become convertible or exchangeable securities and exchangeable; provided that, subject to the subsequent conversion provisions of subsection (D) below, no adjustment or exchange thereof; (3) on any change in the number further adjustment of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the actual issuance of (a) any such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, Convertible Securities or upon the conversion or exchange of any such convertible Convertible Securities or exchangeable securities; and the exercise of such options or (5b) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance any Common Stock issued or sold pursuant to conversion of any such options, warrants, rights Convertible Securities or convertible or exchangeable securities, no further adjustment exercise of any Options to the Exercise Price and extent outstanding on the number date of Exercise Shares shall be made for the actual issuance issue of Common Stock upon the exercise, conversion or exchange thereofthis Warrant.

Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall have not been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (z) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common Stock;Stock covered thereby, (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;, (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, exchange (but not limited to, a excluding any change resulting solely from the operation of the anti-dilution provisions thereofthereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;, (4) on the expiration or cancellation of any such options, warrants or rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; securities and (5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, securities no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of of: (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), ; (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) ); or options, warrants or rights to purchase such convertible Participating or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company Corporation upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, securities or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities, securities or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company Corporation upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise applicable Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, change or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise applicable Conversion Price shall have been adjusted upon the issuance thereof, the Exercise that Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, rights or upon the conversion or of exchange of such convertible Participating or exchangeable securities; and (5) if the Exercise applicable Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the that actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the applicable Conversion Price shall be made pursuant to subclauses (1) or (2) of this subclause (C).

Options and Convertible Securities. In For purposes of determining the case of adjusted Conversion Price under Section 13(a)(ii), the following shall be applicable (it being acknowledged that the issuance of Excluded Stock shall not be subject to the provisions of this Section 13(a)(iii)): (iA) If the Company in any manner issues or grants any options, warrants warrants, or other similar rights (“OPTIONS”) to purchase or acquire Common Stock (whether or not at the time exercisable)other Capital Stock convertible or exchangeable, (ii) securities by their terms convertible with or without consideration, into or exchangeable for Common Stock (whether “CONVERTIBLE SECURITIES”), the price per share for which Common Stock is issuable upon the exercise of such Options or not at the time so convertible upon conversion or exchangeable) or options, warrants or rights to purchase exchange of such convertible or exchangeable securities (whether or not at the time exercisable): Convertible Securities shall be determined by dividing (1) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (2) the total maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company issuable upon the exercise of such options, warrants Options or other rights to purchase upon the conversion or acquire Common Stock; (2) the aggregate maximum number exchange of shares of Common Stock deliverable upon conversion of or in exchange for any all such convertible or exchangeable securities, or Convertible Securities issuable upon the exercise of options, warrants such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or other rights to purchase when Common Stock is actually issued upon the exercise of such Options or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereofof such Convertible Securities. (B) If the Company in any manner issues or sells any Convertible Securities, the price per share for which Common Stock is issuable upon such conversion or exchange shall be deemed to have been issued at determined by dividing (1) the time total amount received or receivable by the Company as consideration for the issue or sale of such securities were issued or such optionsConvertible Securities, warrants or rights were issued and for a consideration equal to plus the minimum aggregate amount of additional consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, payable to be received by the Company upon the conversion or exchange of such securitiesConvertible Securities, or upon by (2) the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the total maximum number of shares of Common Stock deliverable issuable upon exercise the conversion or exchange of any all such options, warrants or rights or Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 13(a)(iii), no further adjustment of the Conversion Price shall be made by reason of such issue or sale. (C) If the exercise price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable securities or for Common Stock changes at any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereoftime, the Exercise Conversion Price and the number of Exercise Shares as then in effect at the time of such change shall forthwith be readjusted to such Exercise the Conversion Price and the number of Exercise Shares as which would have been obtained in effect at such time had an adjustment been made upon the issuance of such options, warrants Options or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon Convertible Securities still outstanding on the basis of such change;changed exercise price, additional consideration, or changed Conversion Price, as the case may be, at the time initially granted, issued, or sold. (4D) on Upon the expiration or cancellation of any such options, warrants or rights, Option or the termination of the any right to convert or exchange any Convertible Security without the exercise of any such convertible Option or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereofright, the Exercise Conversion Price and then in effect shall be adjusted to the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as which would have been obtained had an adjustment been made upon in effect at the issuance time of such optionsexpiration or termination had such Option or Convertible Security, warrantsto the extent outstanding immediately prior to such expiration or termination, rights never been issued. (E) If any Common Stock, Option or exchangeable securities on Convertible Security is issued or sold for cash, the basis consideration received for such Common Stock, Option or Convertible Security shall be deemed to be the net amount received by the Company for such Common Stock, Option or Convertible Security. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the issuance only consideration other than cash received by the Company shall be the fair market value of such non-cash consideration as of the date of receipt as determined by the Board of Directors. If any Common Stock, Option or Convertible Security is issued in connection with any merger in which the Company is the surviving Person, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the fair market value (as determined by the Board of Directors) of such portion of the net assets and business of the non-surviving Person as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. (F) In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.0006. (G) The number of shares of Common Stock actually outstanding at any given time does not include shares owned or held by or for the account of the Company or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. (H) If the Company fixes a record date for the purpose of determining the holders of Common Stock entitled (1) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the exercise payment of such options, warrants or rights, dividend or upon the conversion or exchange making of such convertible other distribution or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment date of the Exercise Price and granting of such right of subscription or purchase, as the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereofcase may be.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisableexercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeableexchangeable immediately following such issuance), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were are first issued and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance issuance (1) shall be the average of such options, warrant or rights plus the maximum aggregate amount range of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stockprices); (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, thereto shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above); (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares or Floor as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares or Floor as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In case, at any time, the case of the issuance of Company shall issue any (ia) options, warrants or other rights to purchase or acquire Common Stock other than Excluded Stock (whether or not at the time exercisable), (iib) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeableexercisable) or (c) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) be reduced to the lower of the prices determined in accordance with subparagraph (A) and (B) of Section 3.1(a)(i) and the following: (1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses subparagraph (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in subparagraph (A) and the subsequent conversion or exchange thereof(B) above); (3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or of conversion or of exchange of for such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon on the basis of such change; (4D) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5E) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the initial Exercise Price shall be made pursuant to this Section 3.1(a)(ii) (except as necessary to reverse a decrease in the Exercise Price under the circumstances described in subparagraph (ii)(D)).

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stock; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):) other than Excluded Stock: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisable)) other than Excluded Shares, (ii) securities by their terms convertible into or exchangeable for shares of Common Stock (whether or not at the time so convertible or exchangeable), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were issued and become exercisable for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above); (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, including but not limited to, a change resulting from the antiany subdivision, split-dilution provisions up combination or reclassification thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable, or (z) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock as defined in Section 5.1.5(b) below: (1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (ASections 5.1.5(a)(i) and (Bii) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 5.1.5(a)(i) and (C)(1), ii) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4D) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Initial Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Initial Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Initial Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5E) if the Exercise Initial Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof. In addition to the adjustments set forth above, the Initial Conversion Price shall be immediately reduced on a PARI PASSU basis with the conversion, exercise, or strike price of any other derivative securities of the Company whether now outstanding or hereafter issued.

Options and Convertible Securities. In If, after the case of Issuance Date, the issuance of (i) Company shall grant any options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) or issue any securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or and the consideration per share for which Common Stock may at any time thereafter be issuable pursuant to such options, warrants or other rights or pursuant to purchase the terms of such convertible or exchangeable securities (whether or not at shall be less than the time exercisable):Trigger Price, then: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed considered to have been issued at the time such options, warrants or rights were issued granted and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) "a" and (B) above"b" of this clause "1"), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise grant of such options, warrants or other rights to plus the minimum purchase price provided for in such options, warrants or acquire rights for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed considered to have been issued at the time such securities were issued or such options, warrants or rights were issued granted and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in subclauses "a" and the subsequent conversion or exchange thereof"b" of this clause "1"); (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion of or exchange of for such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Series B Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Series B Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance grant of such options, warrants or rights not exercised prior to such change, or the issuance of such convertible or exchangeable securities not converted or exchanged prior to such change, upon on the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Series B Conversion Price shall have been adjusted upon the grant or issuance thereof, then the Exercise Series B Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Series B Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the grant or issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Series B Conversion Price and the number of Exercise Shares shall have been adjusted upon the grant or issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Series B Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the Series B Conversion Price shall be made pursuant to subclauses "1", "2" or "3"of this subclause "c".

Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock Shares (whether or not at the time exercisableexercisable immediately following such issuance), other than 875,000 Common Shares, as equitably adjusted, to be reserved for issuance under an equity incentive or similar plan of the Company, (iiy) securities by their terms convertible into Common Shares or exchangeable for Common Stock Shares immediately following such issuance, or (whether or not at the time so convertible or exchangeablez) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance): (1) the aggregate maximum number of shares of Common Stock Shares deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock Shares shall be deemed to have been issued at the time such options, warrants or other rights were issued become exercisable and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockShares covered thereby; (2) the aggregate maximum number of shares of Common Stock Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued become convertible or exchangeable or such options, warrants or other rights were issued become exercisable and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (A) and the subsequent conversion or exchange thereof(B) above); (3) on any change in the number of shares of Common Stock Shares deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the antiany subdivision, split-dilution provisions up, combination or reclassification thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereofsuch becoming exercisable, the Exercise convertible or exchangeable, such Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be he readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, warrants or other rights becoming exercisable or securities becoming convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock Shares actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, warrants or other rights becoming exercisable or such convertible or exchangeable securitiessecurities becoming convertible or exchangeable, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock Shares upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company Corporation upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Variable Conversion Rate or Maximum Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Variable Conversion Rate or Maximum Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if If the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (1) and (2) of this subclause (C)).

Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable, or (z) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock as defined in Section 5.1.5(b) below: (1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (ASections 5.1.5(a)(i) and (Bii) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 5.1.5(a)(i) and (C)(1), ii) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.exchangeable

Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall not have been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (z) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common Stock;Stock covered thereby, (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;, Series I Preferred Stock (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, exchange (but not limited to, a excluding any change resulting solely from the operation of the anti-dilution provisions thereofthereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;, (4) on the expiration or cancellation of any such options, warrants or rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; securities and (5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, securities no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the considerationconsidera- tion, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.

Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1i) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) Subsections 2.8.1.1 and (B) 2.8.1.2 above), if any, received by the Company Borrower upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2ii) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Borrower for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 2.8.1.1 and (C)(1), above2.8.1.2), if any, to be received by the Company Borrower upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3iii) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company Borrower upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4iv) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5v) if If the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (i) and (ii) of this Section 2.8.1.3.

Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-anti- dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.