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

Issuance of Additional Shares of Common Stock. In the event the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares of Common Stock, other than Excluded Stock, for consideration per share received by the Company of less than the Current Market Price, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.

Issuance of Additional Shares of Common Stock. In the event the Company (a) If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market Price, then, and in each such case, Warrant Price at the Exercise Price for any Warrant shall be decreased to an amount determined by dividing time the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be issued or sold, and reduced to a price determined by multiplying (A) the Current Warrant Price by (B) a fraction, the denominator numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance issue or sale, plus sale multiplied by the then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldissued, and (B) the denominator of which shall be the sum of (xa) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issuance issue or sale, plus (y) sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received by the Company for the Additional Shares of such Common Stock so issued or sold or shall be deemed to be issued or sold would purchase at net of the Current Fair Market PriceValue of such other securities.

Issuance of Additional Shares of Common Stock. (i) In the event the Company Issuer shall at any time following the Original Issue Date sell or from time to time shall, or shall be deemed to, issue or sell any Additional Shares of Common Stock, other Stock (otherwise than Excluded Stock, for as provided in the foregoing subsections (a) through (c) of this Section 4) without consideration or at a price per share received by the Company of less that is lower than the Current Per Share Market PriceValue on the last Trading Day immediately preceding the earlier of the date of announcement of such sale or issuance and the date on which the price for such sale or issuance is agreed or fixed, then, and in each then the number of shares of Common Stock for which this Warrant is exercisable immediately after such case, the Exercise Price for any Warrant sale or issuance shall be decreased adjusted to an amount equal the number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such sale or issuance by a fraction, (Ai) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such sale or issuance and (iii) the denominator of which shall be (x) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance would purchase at such Per Share Market Value plus (y) the number of shares of Common Stock outstanding immediately prior to such issuance sale or saleissuance. In such event, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed Warrant Price shall be adjusted to be issued or soldthat price determined by multiplying the Warrant Price then in effect by a fraction, and (B) the denominator numerator of which shall be the sum of (x) is the number of shares of Common Stock outstanding immediately prior to issuable upon the exercise of this Warrant before such issuance or saleadjustment, plus (y) and the denominator of which is the new number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying in accordance with the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricepreceding sentence.

Issuance of Additional Shares of Common Stock. In the event the Company case at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock for a consideration per share received by the Company of less than the Current Market PriceValue, then, and in each such case, then the Exercise Price for any Warrant number of shares of Common Stock thereafter comprising a Stock Unit shall be decreased adjusted to an amount that number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction, fraction (Ai) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldplus the number of such Additional Shares of Common Stock so issued, and (Bii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the then current Exercise Price. For purposes of this Section 4.4, the date as of which the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant Value shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (i1) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock and (2) the date of actual issuance of such Additional Shares of Common Stock. This Section 4.4 shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.2 hereof. No adjustment of the number of shares of Common Stock outstanding immediately prior to such comprising a Stock Unit shall be made under this Section 4.4 upon the issuance or sale, plus (ii) the number of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or sold other subscription or deemed purchase rights or pursuant to be issued the exercise of any conversion or soldexchange rights in any Convertible Securities, and if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (Bor upon the issuance of any warrant or other rights therefor) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior pursuant to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceSection 4.5 hereof.

Issuance of Additional Shares of Common Stock. In the event the Company (a) If at any time or from time to time shall, or Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances or as referred to in Section 4.1 or 4.2, for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market Price, then, and in each such case, then (i) the Exercise Price number of shares of Warrant Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding Outstanding immediately prior to after such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance or sale, plus sale and (y) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company for the Additional Shares of Common Stock so issued upon such issuance or sold or deemed to be issued or sold sale would purchase at the then Current Market Price; provided, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price as to the number of shares of Warrant Stock for any which this Warrant is or would be, as the case may be, equal exercisable prior to or less than $0.01 per share, then in lieu of the such adjustment of the shall be adjusted by multiplying such Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of Common Warrant Stock outstanding for which this Warrant is exercisable immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, ; and (B) the denominator of which shall be the sum of (x) the number of shares of Common Warrant Stock outstanding for which this Warrant is exercisable immediately prior to after such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or after the Original Issue Date the Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock to any Person or Persons for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market PriceExercise Price at the date the Additional Shares of Common Stock are issued, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of : (i) the number of shares of Common Stock outstanding issuable upon exercise of the Warrants shall be adjusted to equal the product of (A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the occurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the number of shares of Common Stock Outstanding immediately prior the occurrence of such issuance or sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued in such issuance or sold, sale and (By) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to the occurrence of such issuance or sale, sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company to be paid for the such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceExercise Price at the date such shares are issued or sold (prior to adjustment hereunder); provided, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as shall be adjusted to equal the case may be, equal to or less than $0.01 per share, then in lieu product of the adjustment of the such Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased in effect immediately prior to such adjustment and a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, fraction (Ax) the numerator of which shall be the sum number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the adjustment made pursuant to the foregoing clause (i) and (y) the denominator shall be the number of shares of Common Stock outstanding issuable upon exercise of the Warrants immediately prior to after such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In If at any time the event Company shall (except as hereinafter provided) issue or sell any Common Stock Equivalents issued after the date hereof except in connection with (i) the conversion or exercise of any outstanding Options or Convertible Securities of the Company (as such Options and Convertible Securities are in effect on the date of the issuance of any Warrants) or the Warrants, (ii) the issuance of any Common Stock Equivalents upon the conversion or exercise of any Option or other rights granted under Approved Option Plans; (iii) the offering of any rights (which rights shall also attach to, and be issuable to holders of shares of Common Stock on a rateable basis with other Common Stock Equivalents) pursuant to a stockholder’s rights plan which may be adopted by the Company unless and until such date, if any, upon which the rights become effective or are triggered and cannot be redeemed by the Company at any its option for nominal consideration (at which time or from time to time shall, or the appropriate adjustments shall be deemed tomade pursuant to this Section 12) or (iv) Common Stock Equivalents issued pursuant to or upon stock splits, issue combinations or sell dividends or other transactions described in this Section 12 (after giving effect to any adjustments required to be made by this Section) (such Common Stock Equivalents, “Additional Shares of Common Stock, other than Excluded StockShares”), for consideration in an amount per Additional Share less than ninety percent (90%) of the Market Price per share received by the Company of less than the Current Market Priceconstituting Common Stock Equivalents, then, and in then each such case, the Exercise Price for any Warrant Number shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price Warrant Number immediately prior to such issuance or sale by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of constituting Common Stock Equivalents outstanding immediately prior to after such issuance or sale, plus sale (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldon a fully-diluted basis), and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to Equivalents which the aggregate consideration received by the Company in connection with such issuance or salesale of Additional Shares would purchase at the then current Market Price per share constituting Common Stock Equivalent, plus (y) the number of shares of constituting Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock Equivalents outstanding immediately prior to such issuance or sale, plus (ii) the number sale of Additional Shares (on a fully-diluted basis). For the purposes of this Section 12(d), the date as of which the Market Price per share constituting Common Stock issued or sold or deemed to Equivalents shall be issued or sold, and (B) the denominator of which computed shall be the sum earlier of (xa) the number of shares of first Business Day on which the Company shall be able to determine the Market Price per share constituting Common Stock outstanding immediately prior Equivalents pursuant to the terms of a firm contract for the issuance of such issuance Additional Shares or sale, plus (yb) the number date of shares actual issuance of Common Stock which the aggregate consideration received by the Company for the such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceShares.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market PricePrice at the time the Additional Shares of Common Stock are issued, then, and in each such case, then the Exercise Price for any Warrant number of shares of Common Stock thereafter comprising a Stock Unit shall be decreased adjusted to an amount that number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction, fraction (Aa) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldplus the number Warrant Agreement ----------------- of such Additional Shares of Common Stock so issued, and (Bb) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance or sale, Additional Shares of Common Stock plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise . For purposes of this Warrant Section 6.02, for all issuances of shares of Common Stock except for those shares issued in connection with an acquisition of assets or stock, a tender or exchange offer, a merger or other business combination, the date as of which the Current Market Price shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (i) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock and (ii) the date of actual issuance of such Additional Shares of Common Stock. Subject to Section 6.05 hereof, no further adjustment of the number of shares of Common Stock outstanding immediately prior to such comprising a Stock Unit shall be made under this Section 6.02 upon the issuance or sale, plus (ii) the number of any Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.Stock:

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the greater of (1) the Current Market Price, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares per share of Common Stock outstanding immediately prior to such for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus (ii) public announcement of the number issuance of such Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B2) the denominator Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying the Current Warrant Price by (A) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the greater of (1) the then applicable Current Warrant Price and (2) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus public announcement of the issuance of such Additional Shares of Common Stock (the greater of (1) and (2) above hereinafter referred to as the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued rights, warrants or sold other Convertible Securities may convert or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldexercisable), and (B) the denominator of which shall be the sum of (xa) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued (or into or for which the rights, warrants or convertible securities may be converted or exercised), multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issuance issue or sale, plus (y) sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of this Section 4.5 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received by the Company for the Additional Shares of such Common Stock so issued or sold or shall be deemed to be issued or sold would purchase at net of the Current Fair Market PriceValue of such other securities.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, Stock (other than Excluded Stockissuances to existing stockholders as a dividend or other distribution described in Section 4.2, pursuant to the conversion or exercise of any Convertible Security or pursuant to any employee or director incentive or benefit plan approved by the Board of Directors of the Company) for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market Price, then, and in each such case, then (i) the Exercise Price number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding Outstanding immediately prior to after such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance issue or sale, sale plus (y) the number of shares of Common Stock which the aggregate consideration received by offering price of the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the then Current Market Price; provided, however, that if at such time or and (ii) the Current Warrant Price as a result to the number of shares for which this Warrant is exercisable prior to such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined adjusted by multiplying the previously applicable number of Shares purchasable upon exercise of this such Current Warrant Price by a fraction, fraction (AX) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, ; and (BY) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to after such issuance issue or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Company Issuer shall at any time following the Original Issue Date sell or from time to time shall, or shall be deemed to, issue or sell any Additional Shares of Common Stock, other Stock (otherwise than Excluded Stock, for as provided in the foregoing subsections (a) through (c) of this Section 4) without consideration or at a price per share received by the Company of less that is lower than the Current Per Share Market PriceValue on the last Trading Day immediately preceding the earlier of the date of announcement of such sale or issuance and the date on which the price for such sale or issuance is agreed or fixed, then, and in each then the number of shares of Common Stock for which this Warrant is exercisable immediately after such case, the Exercise Price for any Warrant sale or issuance shall be decreased adjusted to an amount equal the number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such sale or issuance by a fraction, (Ai) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such sale or issuance and (iii) the denominator of which shall be (x) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance would purchase at such Per Share Market Value plus (y) the number of shares of Common Stock outstanding immediately prior to such issuance sale or saleissuance. In such event, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed Warrant Price shall be adjusted to be issued or soldthat price determined by multiplying the Warrant Price then in effect by a fraction, and (B) the denominator numerator of which shall be the sum of (x) is the number of shares of Common Stock outstanding immediately prior to issuable upon the exercise of this Warrant before such issuance or saleadjustment, plus (y) and the denominator of which is the new number of shares of Common Stock which issuable upon exercise of this Warrant determined in accordance with the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceimmediately preceding sentence; provided, however, the Issuer shall not enter into any transaction that if at would result in the Warrant Price to be adjusted pursuant to this Section 4(d) below $1.93 (the “Floor Price”), or such time or higher price that would apply so as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal not to or less than $0.01 per share, then in lieu require approval of the adjustment issuance of the Exercise Price Warrant, the Number of Warrant Shares purchasable upon exercise of adjustments provided in this Warrant shall be increased to a number determined by multiplying Section 4(d) or Section 4(e) or the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number corresponding issuance of shares of Common Stock outstanding immediately prior to hereunder by the Issuer’s stockholders under the NYSE Alternext U.S. requirements or the applicable requirements of any other securities exchange or market on which the Common Stock is then listed or quoted or by any other Governmental Authority on of the date of such issuance or sale(“Issuer Stockholder Approval”), plus (iiunless Issuer Stockholder Approval is obtained for the adjustments provided in this Section 4(d) and Section 4(e) and the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number corresponding issuance of shares of Common Stock outstanding immediately prior to such issuance or salehereunder (provided that, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares avoidance of Common Stock so issued doubt, this Section 4(d) shall not be construed to prohibit the Warrant Price, Floor Price or sold such other price from being adjusted to reflect any other adjustments made in accordance with this Section 4 (other than adjustments pursuant to this Section 4(d) or deemed to be issued or sold would purchase at the Current Market PriceSection 4(e))).

Issuance of Additional Shares of Common Stock. In the event the Company case at any time or from time to time shallthe Company shall (except as hereinafter provided) issue, whether in connection with the merger of a corporation into the Company or shall be deemed tootherwise, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock for a consideration per share received by the Company of less than the greater of (i) the Current Market PricePrice per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then, and in each such case, then the Exercise Price for any Warrant number of shares of Common Stock thereafter comprising a Stock Unit shall be decreased adjusted to an amount be the greater of (A) that number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction, fraction (Ai) the numerator of which shall be the sum of (i) the number of shares Current Warrant Price per share of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldStock, and (Bii) the denominator of which shall be the sum consideration per share received by the Company for such Additional Shares of Common Stock or (xB) that number determined by multiplying the number of shares of Common Stock outstanding comprising a Stock Unit immediately prior to such issuance or saleadjustment by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding, plus the number of such Additional Shares of Common Stock so issued, and (yii) the denominator of which shall be the number of shares of Common Stock outstanding, plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the greater of the Current Warrant Price or the Current Market Price; provided, however, that if at such time or as a result Price per share of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise Common Stock. For purposes of this Subsection, the date as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (i) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock, or (ii) the date of actual issuance of such Additional Shares of Common Stock. The provisions of this Subsection shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Subsection A of this Section 4. No adjustment of the number of shares of Common Stock outstanding immediately prior to such comprising a Stock Unit shall be made under this Subsection upon the issuance or sale, plus (ii) the number of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants, options or sold other subscription or deemed purchase rights or pursuant to be issued the exercise of any conversion or soldexchange rights in any Convertible Securities, and if any such adjustment shall previously have been made upon the issuance of such warrants, options or other rights or upon the issuance of such Convertible Securities (Bor upon the issuance of any warrants, options or other rights therefor) the denominator pursuant to Subsection D or E of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricethis Section 4.

Issuance of Additional Shares of Common Stock. In the event case the Company at any time or from time to time shall, or after the date hereof shall be deemed to, issue or sell Additional Shares additional shares of Common Stock, other than Excluded Stock, Stock ("Additional Shares") for a consideration per share received by the Company of less than the Current Market PriceValue in effect on the earlier of (i) the date on which the Company enters into a firm contract for the issuance and sale of such Additional Shares (unless such contract specifies that the price will be determined at a later date, then such later date shall apply to this clause (i)) or (ii), the date of actual issuance or sale of such Additional Shares, then, and in each such case, the Exercise Warrant Price for any Warrant in effect immediately prior to such date shall be decreased reduced, concurrently with such issuance or sale, to an amount a price (calculated to the nearest one cent) determined by dividing the previously applicable Exercise multiplying such Warrant Price by a fraction, fraction (Ax) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the such Current Market Price; providedValue, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, and (Axi) the numerator denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus provided that (iia) the number of Additional Shares of Common Stock issued or sold or treasury shares shall not be deemed to be issued or sold, outstanding for purposes of this Section 5(d) and (Bb) the denominator of which shall be the sum of (x) the number of shares of Common Stock then issuable pursuant to the terms of (i) the Warrants dated February 3, 1994, (ii) this Warrant and (iii) the other Warrant issued pursuant to the Management Agreement, dated as of March 31, 1999, between the Company and Infinity, shall be deemed to be outstanding immediately prior to and after such issuance issue or sale. Notwithstanding anything contained herein to the contrary, plus no adjustment to the Warrant Price shall be made pursuant to this Section 5(d) following the issuance of Additional Shares pursuant to (yxx) Section 5(a) hereof, (xxi) the number exercise of any options or issuance of any shares under any options or purchase or other rights that are outstanding on or prior to the date hereof and that were issued pursuant to any of Common Stock which the aggregate consideration received Company's employee stock option, appreciation or purchase right plans, (xxii) the exercise of any options or purchase or other rights or the issuance of any shares under any options or rights that are granted after the date hereof, whether in accordance with the terms of any of the Company's employee stock option, appreciation or purchase right plans or otherwise, so long as the exercise price of any such option, warrant, subscription or purchase right is not less than the Market Price on the date that such grant is approved by the Company's Board of Directors or a duly authorized committee thereof or, if later, the date that such exercise price is established, (xxiii) the exercise of any other options, warrants or other subscription or purchase rights outstanding on or prior to the date hereof, including without limitation, (a) the Warrants dated February 3, 1994, (b) this Warrant and (c) the other Warrant issued pursuant to the Management Agreement, dated as of March 31 1999, between the Company and Infinity, (xxiv) the exercise of any conversion or exchange rights outstanding on or prior to the date hereof issued by the Company, (xxv) the exercise of any conversion or exchange rights issued by the Company for after the date hereof, so long as the conversion or exchange price is not less than the Market Price on the date that such issuance is approved by the Board of Directors or a duly authorized committee thereof or, if later, the date that such conversion or exchange price is established or (xxvi) the issuance or sale of Additional Shares pursuant to a firmly underwritten public offering of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricesuch shares.

Issuance of Additional Shares of Common Stock. In the event case the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock after the Closing Date for a consideration per share received by the Company of less than the Current Market Price, then, and in each Price (as defined below) per share on the date immediately prior to such caseissuance, the Exercise Price for any Warrant upon each such issuance or sale shall be decreased adjusted (to an amount determined the nearest full cent) to the price calculated by dividing MULTIPLYING the previously applicable then existing Exercise Price by a fraction, fraction the numerator of which is (A) the numerator of which shall be the sum of (i1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale multiplied by the Market Price per share of Common Stock on the date immediately prior to such issue or sale PLUS (2) the consideration received by the Company upon such issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and divided by (B) the denominator of which shall be the sum of (x) the total number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares Market Price per share of Common Stock outstanding on the date immediately prior to such issuance issue or sale, plus (y. For purposes of this SECTION 8.2(b) the number adjustment shall be made successively whenever any issuance is made, and shall become effective immediately after such issuance. The provisions of this SECTION 8.2(b) shall not apply to any additional shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares are distributed to holders of Common Stock so pursuant to a stock dividend or subdivision for which an adjustment is provided for under SECTION 8.2(a). No adjustment of the Exercise Price shall be made under this SECTION 8.2(b) upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any Stock Purchase Rights or sold pursuant to the conversion or deemed exchange of any Convertible Securities to be issued the extent that such adjustment shall previously have been made upon the issuance of such Stock Purchase Rights or sold would purchase at Convertible Securities pursuant to subsection (a), (c) or (d) of this SECTION 8.2. Further, the Current Market Price.provisions of this SECTION 8.2(b) shall not apply if:

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell (i) any Additional Shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Fair Market PriceValue Per Share of Common Stock at the time the Additional Shares of Common Stock are issued or sold or (ii) any Convertible Securities having an exercise price or Conversion Price in an amount per share of Common Stock less than the Fair Market Value Per Share of Common Stock at the time of such issuance or sale, then, and in each such case, then the Exercise Price number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (Aa) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such issuance or sale (iassuming the conversion or exercise of all such Convertible Securities) and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale, sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of either (x) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock outstanding immediately prior to such issuance would purchase at the then Fair Market Value Per Share or sale, plus (y) the number of shares of Common Stock which could be purchased if the exercise price of such Convertible Security or the Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate consideration received by Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. No adjustments shall be made upon the Company for exercise or conversion of Convertible Securities. For purposes of this paragraph, (i) the term "Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for Stock" means any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for after the Additional Shares Closing Date other than Warrant Stock or stock issuable upon the exercise of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.options granted

Issuance of Additional Shares of Common Stock. In the event the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares of Common Stock, other than Excluded Stock, for consideration per share received by the Company of less than the Current Market Exercise Price, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market previously applicable Exercise Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 .001 per share, then in lieu of the adjustment of the Exercise Price the Number number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market previously applicable Exercise Price.

Issuance of Additional Shares of Common Stock. In the event the Company shall, at any time or from time to time shallafter the date hereof, issue, sell, distribute or otherwise grant in any manner (including by assumption) any Additional Shares of Common Stock without consideration or for a price per share less than either (i) the Exercise Price, as adjusted, or shall be deemed to(ii) the current market price per share (as determined in accordance with Section 11(f) hereof) of Common Stock on the date of the issuance, issue sale, distribution or sell granting of such Additional Shares of Common Stock, other than Excluded Stock, for consideration per share received by the Company of less than the Current Market Price, then, and in each effective upon such caseissuance or sale, (I) the Exercise Price for any Warrant shall be decreased reduced to an amount the price (calculated to the nearest 1/1,000 of one cent) determined by dividing multiplying the previously applicable Exercise Price in effect immediately prior to such issuance or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately prior to such issuance or sale, sale multiplied by the greater of the Exercise Price or the current market price per share of Common Stock on the date of such issuance or sale plus (ii) the number consideration, if any, received by the Company in respect of Additional Shares of Common Stock issued such issuance or sold or deemed to be issued or soldsale, and (B) the denominator of which shall be the sum product of (xA) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately after such issuance or sale multiplied by (B) the greater of the Exercise Price or the current market price per share of Common Stock on the record date for such issuance or sale and (II) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares shares of Common Stock so purchasable upon exercise of this Warrant immediately prior to the record date for such issuance or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding Exercise Price in effect immediately prior to such issuance or sale, plus the adjustment required by clause (iiI) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, this sentence and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Exercise Price in effect immediately prior to after such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time on or from time to time shallafter the Closing Day, or the Company shall be deemed to, issue or sell any Additional Shares of Common StockStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) below), other than Excluded Stock, for consideration at a price per share (the “Offering Price”) which is lower than the greater of (x) the Exercise Price or (y) 90% of the Market Price on the date of entry into the definitive agreement providing for such issuance, then the number of shares of Common Stock to be received by the Company holder of less than this Warrant upon the Current Market Price, then, and in each such case, the Exercise Price for any Warrant exercise hereof shall be decreased adjusted to an amount that number determined by dividing multiplying (a) the previously applicable Exercise Price number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such issuance or sale, shares of Common Stock plus (iiB) the number of Additional Shares shares of Common Stock issued or sold or deemed to be issued or sold, in the subject transaction and (Bii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, and (ii) the issuance of up to 7,000,000 shares of Common Stock, whether upon the grant of restricted stock, the grant or saleexercise of options, plus or otherwise, pursuant to equity compensation plans for officers, directors, employee and consultants that are approved (or subject to approval) by the shareholders of the Company; provided that grants of options, restricted stock grants, or other awards for not more than 2,000,000 shares of Common Stock (as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) shall be scheduled to vest under such equity compensation plans in any calendar year (collectively, the “Excluded Compensation Issuances”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior after giving effect to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company (i) If at any time or from time to time shall, or the Company shall be deemed to, issue or sell Additional Shares any shares of Common StockStock in exchange for consideration in an amount per share of Common Stock less than the then current Exercise Price, other than Excluded StockPermitted Issuances, for consideration per share received by the Company of less than the Current Market Price, then, and in each such case, then (A) the Exercise Price for any Warrant shall be decreased to an amount adjusted so that it shall equal the price determined by dividing multiplying the previously applicable Exercise Price in effect immediately prior to such event by a fraction, (A) of which the numerator of which shall be the sum number of shares of Common Stock outstanding on the date of issuance plus the number of additional shares of Common Stock which the aggregate offering price would purchase based upon the Exercise Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance plus the number of additional shares of Common Stock issued or issuable in such offering, and (iB) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) sale by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Exercise Price resulting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or sale, plus (y) 6(b). No adjustment of the number of shares of Common Stock for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which exercisable shall be the sum of made under paragraph (i) of this Section 6(c) upon the number issuance of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of any shares of Common Stock which are issued pursuant to the aggregate consideration received by exercise of any warrants or other subscription or purchase rights or pursuant to the Company for exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the Additional Shares issuance of Common Stock so issued such warrants or sold other rights or deemed upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to be issued Section 6(d) or sold would purchase at the Current Market Price.Section 6(e). (d)

Issuance of Additional Shares of Common Stock. In the event case the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock after the Closing Date for a consideration per share received by the Company of less than the Current Market Pricethen Fair Value per share, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Class A Non-Voting Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number as determined by multiplying the previously applicable following formula, solving for the appropriate unknown variable thereunder: AWS x (TV + AC + EX) = WS x (TV + EX) --------------- ------- (AWS + SO + AS) SO + WS For purposes of the formula set forth above, the variables set forth therein shall have the following meanings: AWS = The number of Shares purchasable shares of Class A Non-Voting Stock issuable upon exercise of this Warrant, after giving effect to the adjustment FVS = The then Fair Value per share (without giving effect to any dilution attributable to the Issuable Warrant by a fraction, (AShares) the numerator of which shall be the sum of (i) the SO = The number of shares of Common Stock outstanding immediately prior to such the issuance of the additional shares TV = FVS x SO AC = The aggregate consideration received for the sale or sale, plus (ii) issuance of the number of Additional Shares additional shares of Common Stock issued or AS = The number of additional shares of Common Stock to be sold or deemed issued EX = The Exercise Price per share (prior to be issued or sold, and (Badjustment) the denominator of which shall be the sum of (x) times the number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to the adjustment) WS = The number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to adjustment) For purposes of this Subsection (b), the date as of which the Fair Value per share of Common Stock outstanding immediately shall be computed shall be the last day of the most recently completed fiscal period of the Company for which financial statements have been delivered pursuant to ARTICLE VI prior to which the Company shall first (i) enter into a firm contract for the issuance of such issuance shares or sale, plus (yii) issue such shares. The provisions of this Subsection (b) shall not apply to any additional shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided for under Subsection (a) of this Section 4.2. No adjustment of the number of shares of Class A Non-Voting Stock issuable under this Warrant shall be made under this subsection upon the issuance of any additional shares of Common Stock which are issued pursuant to the aggregate consideration received by exercise of any Stock Purchase Rights or pursuant to the Company for conversion or exchange of any Convertible Securities to the Additional Shares extent that such adjustment shall previously have been made upon the issuance of Common such Stock so issued Purchase Rights or sold Convertible Securities pursuant to Subsection (a), (c), (d), (e) or deemed to be issued or sold would purchase at the Current Market Price(f) of this Section 4.2.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time on or from time to time shallafter the date hereof, or the Company shall be deemed to, issue or sell any Additional Shares of Common StockStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) below), other than Excluded Stock, for consideration at a price per share (the “Offering Price”) which is lower than the greater of (x) the Exercise Price or (y) 90% of the Market Price on the date of entry into the definitive agreement providing for such issuance, then the number of shares of Common Stock to be received by the Company holder of less than this Warrant upon the Current Market Price, then, and in each such case, the Exercise Price for any Warrant exercise hereof shall be decreased adjusted to an amount that number determined by dividing multiplying (a) the previously applicable Exercise Price number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such issuance or sale, shares of Common Stock plus (iiB) the number of Additional Shares shares of Common Stock issued or sold or deemed to be issued or sold, in the subject transaction and (Bii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, and (ii) the issuance of up to 7,000,000 shares of Common Stock, whether upon the grant of restricted stock, the grant or saleexercise of options, plus or otherwise, pursuant to equity compensation plans for officers, directors, employee and consultants that are approved (or subject to approval) by the shareholders of the Company; provided that grants of options, restricted stock grants, or other awards for not more than 2,000,000 shares of Common Stock (as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) shall be scheduled to vest under such equity compensation plans in any calendar year (collectively, the “Excluded Compensation Issuances”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior after giving effect to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company (a) If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market Price, then, and in each such case, Warrant Price at the Exercise Price for any Warrant shall be decreased to an amount determined by dividing time the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock are issued, including, without limitation, any shares of Common Stock issued by the Company upon the conversion of the Call Debentures (as defined in the Convertible Note Purchase Agreement) or sold or deemed (b) if on any Conversion Date (as defined in the Convertible Note Purchase Agreement) there are Call Debentures outstanding and the Ramius Conversion Price (as defined in the Convertible Note Purchase Agreement) is below the Current Warrant Price (regardless of whether any shares of Common Stock have been issued to holders of The Call Debentures) then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be issued or sold, and reduced to a price determined by multiplying (A) the Current Warrant Price by (B) a fraction, the denominator numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance issue or sale, plus sale multiplied by the then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldissued, and (B) the denominator of which shall be the sum of (xa) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issuance issue or sale, plus (y) sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received by for such Common Stock shall be deemed to be net of the Company for Fair Market Value of such other securities. Notwithstanding anything to the Additional Shares contrary contained herein, (i) in calculating any adjustment to the Current Warrent Price pursuant to clause (b) above, once shares of Common Stock so are actually issued or sold or deemed upon the conversion of the Call Debentures, only those shares of Common Stock that remain issuable under those Call Debentures which have not yet been converted shall be taken into consideration and (ii) on any date that the Company issues any shares of Common Stock pursuant to the Call Debentures, the Company shall, on the same date, deliver a notice to the Collateral Agent (as defined in the Convertible Note Purchase Agreement) specifying whether any adjustment to the Conversion Price will be issued or sold would purchase at the Current Market Pricerequired pursuant to this Section 4.3 as a result of such issuance.

Issuance of Additional Shares of Common Stock. In the event (a) If, at any time, the Company at any time or from time to time shall, or shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, for consideration in an amount per share received by the Company of less than the average Current Market Price, then, and in each such case, the Exercise Price for any the thirty Trading Days preceding the date of issuance, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of Fully Diluted Outstanding Common Stock outstanding immediately prior to following such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, sale and (B) the denominator of which shall be the sum of (x) the number of shares of Fully Diluted Outstanding Common Stock outstanding immediately prior to such issuance or sale, sale plus (y) the number of shares of Common Stock which the aggregate consideration received by offering price (or, in an underwritten public offering, the Company for aggregate offering price to the public) of the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result Price for the thirty Trading Days preceding the date of such adjustment issuance and (ii) the Exercise Price as to the number of shares for any which this Warrant is or would be, as the case may be, equal exercisable prior to or less than $0.01 per share, then in lieu of the such adjustment of the shall be adjusted by multiplying such Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, fraction (Ax) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately for which this Warrant is exercisable prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, sale and (By) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to following such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell (i) any Additional Shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Fair Market PriceValue Per Share of Common Stock at the time the Additional Shares of Common Stock are issued or sold or (ii) any Convertible Securities having an exercise price or Conversion Price (as defined below) in an amount per share of Common Stock less than the Fair Market Value Per Share of Common Stock at the time of such issuance or sale, then, and in each such case, then the Exercise Price number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (Aa) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such issuance or sale (iassuming the conversion or exercise of all such Convertible Securities) and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale, sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of either (x) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock outstanding immediately prior to such issuance would purchase at the then Fair Market Value Per Share or sale, plus (y) the number of shares of Common Stock which could be purchased if the exercise price of such Convertible Security or the Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate consideration received by Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. No adjustments shall be made upon the Company for exercise or conversion of Convertible Securities. For purposes of this paragraph, (i) the term "Additional Shares of Common Stock" means any shares of Common Stock so issued by the Company after the Closing Date other than Warrant Stock or sold or deemed to be issued or sold would purchase at stock issuable upon the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased options granted to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fractionThomxx X. Xxxxxxx xxxore August 30, 1991, (Aii) the numerator of term "Convertible Securities" means all options, warrants or securities exercisable for, all rights to subscribe for, and all securities which shall be are convertible into or exchangeable for, Common Stock and (iii) the sum of (i) term "Conversion Price" means, with respect to any Convertible Security, the price paid for such Convertible Security divided by the number of shares of Common Stock outstanding immediately prior to into which such Convertible Security is convertible on the date of issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceConvertible Security.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or after the Original Issue Date the Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock to any Person or Persons for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market PriceExercise Price at the date the Additional Shares of Common Stock are issued, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of : (i) the number of shares of Common Stock outstanding issuable upon exercise of the Warrants shall be adjusted to equal the product of (A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the occurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the number of shares of Common Stock Outstanding immediately prior the occurrence of such issuance or sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued in such issuance or sold, sale and (By) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to the occurrence of such issuance or sale, sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company to be paid for the such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceExercise Price at the date such shares are issued or sold (prior to adjustment hereunder); provided, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as shall be adjusted to equal the case may be, equal to or less than $0.01 per share, then in lieu product of the adjustment of the such Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased in effect immediately prior to such adjustment and a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, fraction (Ax) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding issuable upon exercise of the Warrants immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed adjustment made pursuant to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.the

Issuance of Additional Shares of Common Stock. In If at any time the event Company shall (except as hereinafter provided) issue or sell any Common Stock Equivalents issued after the date hereof except in connection with (i) the conversion or exercise of any outstanding Options or Convertible Securities of the Company (as such Options and Convertible Securities are in effect on the date of the issuance of any Warrants) or the Warrants, (ii) the issuance of any Common Stock Equivalents upon the conversion or exercise of any Option or other rights granted under Approved Option Plans; (iii) the offering of any rights (which rights shall also attach to, and be issuable to holders of shares of Common Stock on a ratable basis with other Common Stock Equivalents) pursuant to a stockholder’s rights plan which may be adopted by the Company unless and until such date, if any, upon which the rights become effective or are triggered and cannot be redeemed by the Company at any its option for nominal consideration (at which time or from time to time shall, or the appropriate adjustments shall be deemed tomade pursuant to this Section 11) or (iv) Common Stock Equivalents issued pursuant to or upon stock splits, issue combinations or sell dividends or other transactions described in this Section 11 (after giving effect to any adjustments required to be made by this Section 11) (such Common Stock Equivalents, “Additional Shares of Common Stock, other than Excluded StockShares”), for consideration in an amount per Additional Share less than 90% of the Market Price per share received by the Company of less than the Current Market Priceconstituting Common Stock Equivalents, then, and in then each such case, the Exercise Price for any Warrant Number shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price Warrant Number immediately prior to such issuance or sale by a fraction, fraction (A) the numerator of which shall be the sum of (i) the number of shares of constituting Common Stock Equivalents outstanding immediately prior to after such issuance or sale, plus sale (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldon a fully-diluted basis), and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to Equivalents which the aggregate consideration received by the Company in connection with such issuance or salesale of Additional Shares would purchase at the then current Market Price per share constituting Common Stock Equivalent, plus (y) the number of shares of constituting Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock Equivalents outstanding immediately prior to such issuance or sale, plus (ii) the number sale of Additional Shares (on a fully-diluted basis). For the purposes of this Section 11(d), the date as of which the Market Price per share constituting Common Stock issued or sold or deemed to Equivalents shall be issued or sold, and (B) the denominator of which computed shall be the sum earlier of (xa) the number of shares of first Business Day on which the Company shall be able to determine the Market Price per share constituting Common Stock outstanding immediately prior Equivalents pursuant to the terms of a firm contract for the issuance of such issuance Additional Shares or sale, plus (yb) the number date of shares actual issuance of Common Stock which the aggregate consideration received by the Company for the such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceShares.

Issuance of Additional Shares of Common Stock. In the event the Company (a) Adjustment Formula. Subject to Section 3.4(b), if at any time or from time to time shallthe ------------------ -------------- Corporation shall issue, or shall pursuant to Section 3.5, Section 3.6, or Section 3.7 ----------- ----------- ----------- be deemed toto issue, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount, determined in accordance with Section 3.8(a) and -------------- Section 3.8(e), per share received by the Company Additional Share of Common Stock less than the Current Market PriceReference -------------- Price as of the applicable time of determination specified in the last sentence of this Section 3.4(a), then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of then (i) the number of shares of Common Stock outstanding which each -------------- Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which such Warrant was exercisable immediately prior to such time of determination by a fraction (x) the numerator of which shall be the number of Outstanding Common Shares immediately before such issuance or sale, deemed issuance plus (ii) the number of Additional Shares of Common Stock so issued or sold or deemed to be issued or sold, and (By) the denominator of which shall be the sum number of Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of shares which the aggregate amount of consideration, if any, received by the Corporation upon such issuance or deemed issuance of all such Additional Shares of Common Stock would purchase at the Reference Price determined as of such time and (xii) the Warrant Price shall be adjusted to equal the Warrant Price immediately prior to such adjustment multiplied by the quotient obtained by dividing the number of shares of Common Stock outstanding for which such Warrant was exercisable immediately prior to such issuance or sale, plus the adjustment under clause (yi) by the number of shares of Common Stock for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of exercisable immediately after the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of under clause (i) the number ). The applicable time of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which determination shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.be:

Issuance of Additional Shares of Common Stock. In the event the Company case at any --------------------------------------------- time or from time to time shall, or after the Effective Date the Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock for a consideration per share received by the Company of less than the Current Market PricePrice per share of Common Stock (other than with respect to (I) a dividend or distribution referred to in Section 5.1.1, (II) the Warrants, (III) any currently outstanding options, warrants, rights or Convertible Securities, provided such Securities are not "repriced" to a lower exercise or conversion price or (IV) sales of shares of Common Stock in accordance with and pursuant to the terms of the Company's 1994 Employee Stock Purchase Plan), then, and in each such case, effective immediately after such issuance or sale, the Exercise Price for any Warrant number of shares of New Common Stock constituting a Stock Unit shall be decreased adjusted to an amount that number determined by dividing multiplying the previously applicable Exercise Price number of shares of New Common Stock constituting a Stock Unit immediately prior to such adjustment by a fraction, fraction (Anot less than one) (i) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such the issuance or sale, plus (ii) the number sale of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold, and (Bii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such the issuance or sale, sale of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock which that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the . No adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of New Common Stock outstanding immediately prior to such constituting a Stock Unit shall be made under this Section 5.1.5 upon (x) any issuance or sale, plus (ii) the number sale of Additional Shares of Common Stock issued for which an adjustment is provided under Section 5.1.1 or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number any issuance or sale of shares of Common Stock which the aggregate consideration received by the Company for the any Additional Shares of Common Stock so that are issued pursuant to the exercise of any warrants or sold other subscription or deemed purchase rights or pursuant to be issued the exercise of any conversion or sold would purchase at exchange rights in any Convertible Securities if any such adjustment shall previously have been made upon the Current Market Priceissuance or distribution of such warrants or other rights or upon the issuance or sale of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Sections 5.1.2, 5.1.6, 5.1.7 or 5.1.8 or (z) any issuance upon a merger or consolidation or sale to which Section 5.1.11 applies.

Issuance of Additional Shares of Common Stock. In the event the Company (a) If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than (a) the greater of the Current Market Price, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares per share of Common Stock outstanding immediately prior to such for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus (ii) public announcement of the number issuance of such Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (Bb) the denominator Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying the Current Warrant Price by (A) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the greater of (1) the then applicable Current Warrant Price and (2) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus public announcement of the issuance of such Additional Shares of Common Stock (the greater of (1) and (2) above hereinafter referred to as the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued rights, warrants or sold other Convertible Securities may convert or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldexercisable), and (B) the denominator of which shall be the sum of (xa) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued (or into or for which the rights, warrants or convertible securities may be converted or exercised), multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issuance issue or sale, plus (y) sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock 13 or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received by the Company for the Additional Shares of such Common Stock so issued or sold or shall be deemed to be issued or sold would purchase at net of the Current Fair Market PriceValue of such other securities.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell (i) any Additional Shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration per share received by the Company of less than the Current lesser of (a) the Fair Market Value Per Share of Common Stock at the time of such issuance or sale, or (b) the Exercise Price, then, and as applicable on the date of such issuance or sale or (ii) any Convertible Security having an exercise price or Conversion Price in each an amount per share of Common Stock less than the lesser of (a) the Fair Market Value Per Share of Common Stock at the time of such case, issuance or sale or (b) the Exercise Price Price, as applicable on the date of such issuance or sale, then the number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction, fraction (Aa) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such issuance or sale (iassuming the conversion or exercise of all such Convertible Securities) and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale, sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of either (x) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock outstanding immediately prior to such issuance would purchase at the then Fair Market Value Per Share or sale, plus applicable Exercise Price (whichever is less) or (y) the number of shares of Common Stock which could be purchased if the aggregate consideration received by exercise price of such Convertible Security or the Company for the Additional Shares Conversion Price of Common Stock so issued or sold or deemed to be issued or sold would purchase such Convertible Security (as applicable) were set at the Current then Fair Market Price; providedValue Per Share or applicable Exercise Price (whichever is less). Thereupon, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as shall be correspondingly reduced so that the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the aggregate Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of for all shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which covered hereby shall remain unchanged. No adjustments shall be made upon the sum exercise or conversion of (x) the number Convertible Securities. For purposes of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.this

Issuance of Additional Shares of Common Stock. In the event the Company If at any time on or from time to time shallafter the Closing Day, or the Company shall be deemed to, issue or sell any Additional Shares of Common StockStock (including Additional A/75465809.2 -- Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) below), other than Excluded Stock, for consideration at a price per share (the "Offering Price") which is lower than the greater of (x) the Exercise Price or (y) 90% of the Market Price on the date of entry into the definitive agreement providing for such issuance, then the number of shares of Common Stock to be received by the Company holder of less than this Warrant upon the Current Market Price, then, and in each such case, the Exercise Price for any Warrant exercise hereof shall be decreased adjusted to an amount that number determined by dividing multiplying (a) the previously applicable Exercise Price number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such issuance or sale, shares of Common Stock plus (iiB) the number of Additional Shares shares of Common Stock issued or sold or deemed to be issued or sold, in the subject transaction and (Bii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, and (ii) the issuance of up to 7,000,000 shares of Common Stock, whether upon the grant of restricted stock, the grant or saleexercise of options, plus or otherwise, pursuant to equity compensation plans for officers, directors, employee and consultants that are approved (or subject to approval) by the shareholders of the Company; provided that grants of options, restricted stock grants, or other awards for not more than 2,000,000 shares of Common Stock (as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) shall be scheduled to vest under such equity compensation plans in any calendar year (collectively, the “Excluded Compensation Issuances”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior after giving effect to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time on or from time to time shallafter the Bridge Date, or the Company shall be deemed to, issue or sell any Additional Shares of Common StockStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) below), other than Excluded Stock, for consideration at a price per share (the “Offering Price”) which is lower than the Reference Price on the date of such issuance, then the number of shares of Common Stock to be received by the Company holder of less than this Warrant upon the Current Market Price, then, and in each such case, the Exercise Price for any Warrant exercise hereof shall be decreased adjusted to an amount that number determined by dividing multiplying (a) the previously applicable Exercise Price number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such issuance or sale, shares of Common Stock plus (iiB) the number of Additional Shares shares of Common Stock issued or sold or deemed to be issued or sold, in the subject transaction and (Bii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance or saleof such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, plus (ii) any issuance of Additional Shares of Common Stock the proceeds of which are immediately used for the repayment of all obligations of the Company under the Credit Agreement, and (iii) )(A) the issuance of Common Stock upon the exercise of options outstanding on the date hereof and (B) the issuance of options after the date hereof for the purchase of up to 1,169,848 shares (subject to adjustments for stock splits, reverse stock splits, combinations and similar events) of Common Stock, and the issuance of Common Stock upon the exercise of such options, pursuant to the Company’s 2001 Long Term Stock Incentive Plan, the Harvest Natural Resources 2004 Long Term Incentive Plan, the Harvest Natural Resources 2006 Long Term Incentive Plan and the Harvest Natural Resources 2010 Long-Term Incentive Plan (collectively, the “Excluded Options”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior after giving effect to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company (i) If, at any time or from time prior to time shallthe first anniversary of the final Closing (as defined in the Subscription Agreement), or the Company shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount per share received by the Company of Common Stock less than the Current Market Price, then, and in lowest Common Stock Purchase Price calculated for any Closing (the "DISCOUNTED PRICE," each such casesale or issuance a "DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted Price Transaction the "DISCOUNTED SALE VOLUME") other than Permitted Issuances, then (A) the Warrant Exercise Price for any Warrant then in effect shall be decreased to an amount adjusted so that it shall equal the price determined by dividing multiplying the previously applicable Warrant Exercise Price in effect immediately prior to such event by a fraction, (A) of which the numerator of which shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (iB) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) Discounted Price Transaction by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance or sale, plus (y) Discounted Price Transaction and dividing the number of shares of Common Stock which the aggregate consideration received product thereof by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Warrant Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of resulting from the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased made pursuant to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, clause (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceabove.

Issuance of Additional Shares of Common Stock. In the event the Company that at any time or from time to time shall, or after the date hereof the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue, then, and in then the number of shares of Common Stock thereafter purchasable upon the exercise of each such case, the Exercise Price for any Credit Warrant shall be decreased increased to an amount a number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock purchasable upon the exercise of each Credit Warrant immediately prior to such issue or sale by a fraction, (A) fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock. For the purposes of this Section 4.4, the date as of which the Current Market Value per share of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (ix) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock outstanding immediately prior purchasable upon exercise of any Credit Warrant shall not be adjusted pursuant to such this Section 4.4 as a result of the issuance or sale, plus (ii) the number of Additional Shares sale of Common Stock issued in connection with: (a) a bona fide firm commitment underwritten public offering of 13 15 Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or sold or deemed to be issued or sold4.3 is applicable, and (Bc) the denominator exercise of which shall be the sum Credit Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Shareholder Subordinated Debt (xas defined in the Credit Agreement), (d) the number of shares a private placement of Common Stock outstanding immediately prior to of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such issuance or sale, plus private placement and (ye) the number exercise of shares rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock which the aggregate consideration received when required by the Company for the Additional Shares of law, if such Common Stock so issued or sold or deemed to would otherwise be issued or sold would purchase at the Current Market Pricecovered by this Section 4.4.

Issuance of Additional Shares of Common Stock. In the event the Company that at any time or from time to time shall, or after the date hereof the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue, thenthen the number of shares of Common Stock thereafter with respect to which the Holder of a CVR shall be entitled to a Contingent Value Payment upon the exercise of each CVR shall be increased to a number determined by multiplying the number of shares of Common Stock with respect to which the Holder of a CVR shall be entitled to a Contingent Value Payment upon the exercise of each CVR immediately prior to such issue or sale by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock. For the purposes of this Section 5.4, the date as of which the Current Market Value per share of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (ix) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 5.4, the number of shares of Common Stock with respect to which the Holder of a CVR shall be entitled to a Contingent Value Payment upon exercise of any CVR shall not be adjusted pursuant to this Section 5.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commited underwritten public offering of Common Stock of the Company, (b) a private placement transaction in which at least 50% of the shares of Common Stock being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock, (c) a transaction to which Section 5.1, 5.2 or 5.3 is applicable, (d) the exercise of the CVRs, (e) the exercise of rights or options issued to the Company's or any of its Subsidiaries' employees, officers, directors, consultants or advisors under bona fide benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 5.4 (but only to the extent, in the case of rights or options granted after the date hereof, that the aggregate number of shares excluded hereby does not exceed 5% of the Common Stock outstanding on the date of this Agreement) or (f) Common Stock issued to stockholders of any Person that is not an Affiliate of the Company and that merges with the Company in proportion to their stock holdings of such Person immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricemerger.

Issuance of Additional Shares of Common Stock. In the event the Company (a) If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded Stock, for consideration per share received by the Company of less than the Current Market PricePermitted Issuances, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of : (i) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction (W) the numerator of which is the number of shares of Common Stock Outstanding immediately after the issuance or sale of such Additional Shares of Common Stock, and (X) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to such issuance or sale, plus ; and (ii) the number of if such Additional Shares of Common Stock are issued or sold for consideration in an amount per Additional Share of Common Stock less than the greater of the Current Warrant Price or deemed to be issued or soldthe Current Market Price, and (B) then the denominator of which Current Warrant Price shall be reduced to the lower of (I) a price determined by dividing (A) an amount equal to the sum of (xY) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance or salesale multiplied by the then existing Current Warrant Price, plus (yZ) the consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock Outstanding immediately after such issuance or sale and (II) a price determined by multiplying the Current Warrant Price by a fraction, the numerator of which is (A) the sum of (1) the number of shares of Common Stock which Outstanding immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (2) the aggregate consideration consideration, if any, received by the Company for the Additional Shares of Common Stock so issued upon such issue or sold or deemed to be issued or sold would purchase at the Current Market Price; providedsale, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined divided by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (AB) the numerator of which shall be the sum of (i) the total number of shares of Common Stock outstanding Outstanding immediately prior to after such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares Current Market Price per share of Common Stock outstanding immediately prior to such issuance issue or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.

Issuance of Additional Shares of Common Stock. In the event the Company that at any time or from time to time shall, or after the date hereof the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue, then, and in then the number of shares of Common Stock thereafter purchasable upon the exercise of each such case, the Exercise Price for any Warrant shall be decreased increased to an amount a number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock purchasable upon the exercise of each Warrant immediately prior to such issue or sale by a fraction, (A) fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock. For the purposes of this Section 4.4, the date as of which the Current Market Value per share of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (ix) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock outstanding immediately prior purchasable upon exercise of any Warrant shall not be adjusted pursuant to such this Section 4.4 as a result of the issuance or sale, plus (ii) the number of Additional Shares sale of Common Stock issued or sold or deemed to be issued or sold, and in connection with: (Ba) the denominator of which shall be the sum of (x) the number of shares a bona fide firm commitment underwritten public offering of Common Stock outstanding immediately of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable, (c) the exercise of the Warrants, the exercise of any other warrants issued by the Company prior to such issuance the date of this Agreement or salethe exercise of any warrants issued in connection with the Second Amendment, plus (yd) the number of shares a private placement of Common Stock which of the aggregate consideration received Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement and (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Company for Board and approved by the Additional Shares holders of Common Stock so issued or sold or deemed to when required by law, if such Common Stock would otherwise be issued or sold would purchase at the Current Market Pricecovered by this Section 4.4.

Issuance of Additional Shares of Common Stock. In the event the Company (i) If, at any time or from time prior to time shallthe first anniversary of the final Closing (as defined in the Subscription Agreement), or the Company shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock in exchange for consideration in an amount per share received by the Company of Common Stock less than the Current Market Price, then, and in lowest Common Stock Purchase Price calculated for any Closing (the "DISCOUNTED PRICE," each such casesale or issuance a "DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted Price Transaction the "DISCOUNTED SALE VOLUME") other than Permitted Issuances, then (A) the Warrant Exercise Price for any Warrant then in effect shall be decreased to an amount adjusted so that it shall equal the price determined by dividing multiplying the previously applicable Warrant Exercise Price in effect immediately prior to such event by a fraction, (A) of which the numerator of which shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (iB) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) Discounted Price Transaction by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance or sale, plus (y) Discounted Price Transaction and dividing the number of shares of Common Stock which the aggregate consideration received product thereof by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Warrant Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of resul1ting from the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased made pursuant to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, clause (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceabove.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or after the Original Issue Date the Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock to any Person or Persons for consideration in an amount per share received by the Company Additional Share of Common Stock less than the Current Market PriceExercise Price at the date the Additional Shares of Common Stock are issued, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of : (i) the number of shares of Common Stock outstanding issuable upon exercise of the Warrants shall be adjusted to equal the product of (A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the occurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the number of shares of Common Stock Outstanding immediately prior the occurrence of such issuance or sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued in such issuance or sold, sale and (By) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to the occurrence of such issuance or sale, sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company to be paid for the such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market PriceExercise Price at the date such shares are issued or sold (prior to adjustment hereunder); provided, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as shall be adjusted to equal the case may be, equal to or less than $0.01 per share, then in lieu product of the adjustment of the such Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased in effect immediately prior to such adjustment and a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, fraction (Ax) the numerator of which shall be the sum number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the adjustment made pursuant to the foregoing clause (i) and (y) the denominator shall be the number of shares of Common Stock outstanding issuable upon exercise of the Warrants immediately prior to after such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.adjustment. 3

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for gross consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue (other than shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company), then, and in each such case, then (i) the Exercise Price number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (y2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; providedStock, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased adjusted to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, equal (A) the numerator of which shall be the sum of (i) Exercise Price immediately prior to such issue or sale multiplied by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and sale divided by (B) the denominator of which shall be the sum of (x) the number of shares for which this Warrant is exercisable immediately after such adjustment. For the purposes of this Section 3.5, the date as of which the Market Value per share of Common Stock outstanding shall be computed shall be the earlier of (i) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such issuance or sale, plus (y) the number of additional shares of Common Stock which or (ii) the aggregate consideration received by date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event the Company for the Additional Shares of enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person's securities based upon a floating exchange ratio, then the Common Stock to be so issued or sold or shall be deemed to have been issued on the date immediately before the date such contract is entered into and the consideration to be received therefor shall be deemed to be issued or sold would purchase at the Current Market Pricevalue for such Common Stock derived from such ratio on such date.

Issuance of Additional Shares of Common Stock. In the event the Company case at any time or from time to time shall, or after the Effective Date the Company shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded Stock, Stock for a consideration per share received by the Company of less than the Current Market PricePrice per share of Common Stock on the date of such issuance or sale (other than with respect to (I) a dividend or distribution referred to in Section 5.1.1, (II) the Warrants and the Underlying Common Stock, or any other warrants or options hereafter granted to the Initial Holder as compensation for financing or other services provided by the Initial Holder to the Company and the shares issued upon exercise of any such warrants or options, (III) any currently outstanding options, warrants, rights or Convertible Securities, provided such Securities are not “repriced” (i.e. consensually repriced other than through operation of antidilution provisions in effect on the date hereof) to a lower exercise or conversion price or (IV) sales of shares of Common Stock in accordance with and pursuant to the terms of the Company’s Equity Incentive Plans), then, and in each such case, effective immediately after such issuance or sale, the Exercise Price for any Warrant number of shares of New Common Stock constituting a Stock Unit shall be decreased adjusted to an amount that number determined by dividing multiplying the previously applicable Exercise Price number of shares of New Common Stock constituting a Stock Unit immediately prior to such adjustment by a fraction, fraction (Anot less than one) (i) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such the issuance or sale, plus (ii) the number sale of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold, and (Bii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such the issuance or sale, sale of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock which that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the . No adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of New Common Stock outstanding immediately prior to such constituting a Stock Unit shall be made under this Section 5.1.5 upon (x) any issuance or sale, plus (ii) the number sale of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of for which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price.an adjustment is provided under

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for gross consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue (other than shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company), then, and in each such case, then (i) the Exercise Price number of shares of Common Stock for any which this Warrant is exercisable shall be decreased adjusted to an amount determined equal the product obtained by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (y2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; providedStock, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased adjusted to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, equal (A) the numerator of which shall be the sum of (i) Exercise Price immediately prior to such issue or sale multiplied by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and sale divided by (B) the denominator of which shall be the sum of (x) the number of shares for which this Warrant is exercisable immediately after such adjustment. For the purposes of this Section 3.5, the date as of which the Market Value per share of Common Stock outstanding shall be computed shall be the earlier of (i) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such issuance or sale, plus (y) the number of additional shares of Common Stock which or (ii) the aggregate consideration received by date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event the Company for the Additional Shares of enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person’s securities based upon a floating exchange ratio, then the Common Stock to be so issued or sold or shall be deemed to have been issued on the date immediately before the date such contract is entered into and the consideration to be received therefor shall be deemed to be issued or sold would purchase at the Current Market Pricevalue for such Common Stock derived from such ratio on such date.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for gross consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue (other than (x) shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company, then(y) Warrant Shares issued pursuant to exercise of this Warrant or (z) shares in respect of which the adjustment provisions of this Agreement have been applied), and then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted (proportionately among the Tranches in accordance with the number of purchasable shares of Common Stock remaining in each of the Tranches at such case, time) to equal the Exercise Price product obtained by multiplying the number of shares of Common Stock for any which this Warrant shall be decreased is exercisable immediately prior to an amount determined by dividing the previously applicable Exercise Price such issue or sale (assuming there were no conditions to exercise) by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (y2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; providedStock, however, that if at such time or as a result of such adjustment and (ii) the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased adjusted to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, equal (A) the numerator of which shall be the sum of (i) Exercise Price immediately prior to such issue or sale multiplied by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance issue or sale, plus sale (iiassuming there were no conditions to exercise) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and divided by (B) the denominator of which shall be the sum of (x) the number of shares for which this Warrant is exercisable immediately after such adjustment (assuming there were no conditions to exercise). For the purposes of this Section 3.5, the date as of which the Market Value per share of Common Stock outstanding shall be computed shall be the earlier of (i) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such issuance or sale, plus (y) the number of additional shares of Common Stock which or (ii) the aggregate consideration received by date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event the Company for the Additional Shares of enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person's securities based upon a floating exchange ratio, then the Common Stock to be so issued or sold or shall be deemed to have been issued on the date immediately before the date such contract is entered into and the consideration to be received therefor shall be deemed to be issued or sold would purchase at the Current Market Pricevalue for such Common Stock derived from such ratio on such date.

Issuance of Additional Shares of Common Stock. In (a) Subject to Section 4.4(b), in the event the Company that at any time or from time to time shall, or after the date hereof the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue, then, and in then the number of shares of Common Stock thereafter purchasable upon the exercise of each such case, the Exercise Price for any Warrant shall be decreased increased to an amount a number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock purchasable upon the exercise of each Warrant immediately prior to such issue or sale by a fraction, (A) fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock. For the purposes of this Section 4.4, the date as of which the Current Market Value per share of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (ix) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a private placement transaction in which at least 50% of the shares of Common Stock being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock other than the Warrants or the Warrant Shares, (c) a transaction to which Section 4.1, 4.2 or 4.3 is applicable, (d) the exercise of the Warrants, (e) the exercise of rights or options issued to the Company’s employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4 (but only to the extent that the aggregate number of shares excluded hereby does not exceed 5% of the Common Stock outstanding on the date hereof) and (f) Common Stock issued to stockholders of any Person that is not an Affiliate of the Company and that merges with the Company in proportion to their stock holdings of such Person immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricemerger.

Issuance of Additional Shares of Common Stock. In the event If the Company at any time or from time to time shallsubsequent to the date hereof (the "ORIGINAL ISSUE DATE"), issues or sells, or shall be is deemed toby the express provisions of this Section 3(d) to have issued or sold, issue or sell Additional Shares of Common StockStock (as hereinafter defined), other than Excluded Stockas provided in subsection (d)(iv) below, for consideration per share received by the Company of an Effective Price (as hereinafter defined) less than the Current Market then-effective Stock Purchase Price, then, then and in each such case, case the Exercise then-effective Stock Purchase Price for any Warrant shall be decreased reduced, but not increased as of the opening of business on the date of such issue or sale to an amount a price determined by dividing multiplying the previously applicable Exercise then-effective Stock Purchase Price by a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issuance issue or sale, sale plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received (as defined in subsection d(ii)) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-effective Stock Purchase Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sold or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or outstanding as of a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which given date shall be the sum of (iA) the number of shares of Common Stock outstanding immediately prior to such issuance or saleactually outstanding, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock into which the then-outstanding shares of Preferred Stock of the Company could be converted if fully converted on the day immediately prior to such issuance or salepreceding the given date, plus and (yC) the number of shares of Common Stock which could be obtained through the aggregate consideration received by exercise or conversion of all other rights, options and convertible securities then exercisable or convertible on the Company for day immediately preceding the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Pricegiven date.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company shall be deemed to, (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by the Company Additional Share of Common Stock less than the greater of (1) the Current Market Price, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares per share of Common Stock outstanding immediately prior to such for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus (ii) public announcement of the number issuance of such Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B2) the denominator Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying the Current Warrant Price by (A) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the greater of (1) the then applicable Current Warrant Price and (2) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or sale, plus public announcement of the issuance of such Additional Shares of Common Stock (the greater of (1) and (2) above hereinafter referred to as the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued rights, warrants or sold other Convertible Securities may convert or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldexercisable), and (B) the denominator of which shall be the sum of (xa) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued (or into or for which the rights, warrants or convertible securities may be converted or exercised), multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issuance issue or sale, plus (y) sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of this Section 4.5 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Price as provided in this Section 4, the aggregate consideration received receivable by the Company for in connection with the Additional Shares issuance of shares of Common Stock so issued or sold of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be issued equal to the sum of the aggregate offering price (before deduction of underwriting discounts or sold would purchase at the Current Market Price.commissions and expenses payable to third parties) of all such Common Stock, rights,

Issuance of Additional Shares of Common Stock. In the event case the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock for a consideration per share received by the Company of less than the Current Market Price, then, and in each such casethen Fair Value per share, the Exercise Price for any Warrant upon each such issuance or sale shall be decreased to an amount determined by dividing adjusted by: multiplying the previously applicable then existing Exercise Price by a fraction, fraction the numerator of which is (A) the numerator of which shall be the sum of (i1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) multiplied by the Fair Value per share of Common Stock immediately prior to such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) plus (2) the consideration received by the Company upon such issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and divided by (B) the denominator of which shall be the sum of (x) the total number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus sale on a fully diluted basis (y) the number assuming conversion of shares of all Convertible Common Stock which the aggregate consideration received by the Company for the Additional Shares of into Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon and exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number all Stock Purchase Rights and conversion of Shares purchasable upon exercise of this Warrant by a fraction, (Aall Convertible Securities) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum Fair Value per share of Common Stock immediately prior to such issue or sale. The provisions of this Subsection (xb) shall not apply to any additional shares of Convertible Common Stock which are distributed solely to holders of Convertible Common Stock pursuant to the number 8% stock dividend required under the Articles of Incorporation or any additional shares of Common Stock outstanding immediately prior to such or Convertible Common Stock which are distributed as a result of a subdivision for which an adjustment is provided for under Subsection (a) of this Section 4.1. No adjustment of the Exercise Price shall be made under this Subsection upon the issuance or sale, plus (y) the number of any additional shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of or Convertible Common Stock so which are issued pursuant to the exercise of any Stock Purchase Rights or sold pursuant to the conversion or deemed exchange of any Convertible Securities to be issued the extent that such adjustment shall previously have been made upon the issuance of such Stock Purchase Rights or sold would purchase at the Current Market PriceConvertible Securities pursuant to Subsection (a) (c) or (d) of this Section 4.1.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time on or from time to time shallafter the Bridge Date, or the Company shall be deemed to, issue or sell any Additional Shares of Common StockStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) below), other than Excluded Stock, for consideration at a price per share (the “Offering Price”) which is lower than the Reference Price on the date of such issuance, then the number of shares of Common Stock to be received by the Company holder of less than this Warrant upon the Current Market Price, then, and in each such case, the Exercise Price for any Warrant exercise hereof shall be decreased adjusted to an amount that number determined by dividing multiplying (a) the previously applicable Exercise Price number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction, fraction (Ai) the numerator of which shall be the sum of (iA) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such issuance or sale, shares of Common Stock plus (iiB) the number of Additional Shares shares of Common Stock issued or sold or deemed to be issued or sold, in the subject transaction and (Bii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance or saleof such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, plus (ii) any issuance of Additional Shares of Common Stock the proceeds of which are immediately used for the repayment of all obligations of the Company under the Credit Agreement, and (iii) (A) the issuance of Common Stock upon the exercise of options outstanding on the date hereof and (B) the issuance of options after the date hereof for the purchase of up to 1,169,848 shares (subject to adjustments for stock splits, reverse stock splits, combinations and similar events) of Common Stock, and the issuance of Common Stock upon the exercise of such options, pursuant to the Company’s 2001 Long Term Stock Incentive Plan, the Harvest Natural Resources 2004 Long Term Incentive Plan, the Harvest Natural Resources 2006 Long Term Incentive Plan and the Harvest Natural Resources 2010 Long-Term Incentive Plan (collectively, the “Excluded Options”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable issuable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior after giving effect to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.

Issuance of Additional Shares of Common Stock. In the event the Company If at any time or from time to time shall, or the Company (except as hereinafter provided) shall be deemed to, issue or sell any Additional Shares of Common Stock, other than Excluded StockPermitted Issuances, in exchange for consideration in an amount per share received by Additional Share of Common Stock which is less than the Company of Current Warrant Price and less than the Current Market Price, then, and in each such case, Price at the Exercise Price for any Warrant shall be decreased to an amount determined by dividing time the previously applicable Exercise Price by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or soldare issued, and (Bi) the denominator Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issuance issue or sale multiplied by the then existing Current Warrant Price, and (y) the consideration, if any, received by the Company upon such issue or sale, plus by (yB) the total number of shares of Common Stock Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any this Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant exercisable shall be increased to a number determined equal the product obtained by multiplying the previously applicable number of Shares purchasable upon exercise of this Current Warrant Price in effect immediately prior to such issue or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. The provisions of this Section 4.3 shall not apply to any issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator for which an adjustment is provided under Section 4.1. No adjustment of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such for which this Warrant shall be exercisable shall be made under this Section 4.3 upon the issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the any Additional Shares of Common Stock so which are issued pursuant to the exercise of any warrants or sold other subscription or deemed purchase rights or pursuant to be issued the exercise of any conversion or sold would purchase at exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the Current Market Priceissuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4.4 or Section 4.5.

Issuance of Additional Shares of Common Stock. In the event the Company (i) If, at any time or from time prior to time shall, or the exercise of the Warrants the Company shall be deemed to, issue or sell Additional Shares any shares of Common StockStock in exchange for consideration in an amount per share of Common Stock less than the Convertible Preferred Stock Conversion Price, as defined in the Company's Series A Convertible Preferred Stock and Series B Convertible Preferred Certificate of Designation (the "Discounted Price," each such sale or issuance a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), other than Excluded StockPermitted Issuances, for consideration per share received by then (A) the Company of less than the Current Market Price, then, and in each such case, the Warrant Exercise Price for any Warrant then in effect shall be decreased to an amount adjusted so that it shall equal the price determined by dividing multiplying the previously applicable Warrant Exercise Price in effect immediately prior to such event by a fraction, (A) of which the numerator of which shall be the sum of the amount of Common Stock outstanding immediately before such Discounted Price Transaction, plus the quotient obtained by dividing the total proceeds of such Discounted Price Transaction by such Convertible Preferred Stock Conversion Price, and of which the denominator shall be the amount of Common Stock outstanding immediately following such exercise (ifor purposes of determining the amount of Common Stock outstanding, all outstanding securities exercisable for or convertible into Common Stock shall be deemed to have been so exercised or converted), and (B) the number of shares of Common Stock outstanding for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) Discounted Price Transaction by the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately prior to such issuance or sale, plus (y) Discounted Price Transaction and dividing the number of shares of Common Stock which the aggregate consideration received product thereof by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Warrant Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of resulting from the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased made pursuant to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, clause (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceabove.

Issuance of Additional Shares of Common Stock. In the event the Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares of Common Stock, other than Excluded Stock, for consideration per share received by the Company of less than the Current Market Price$3.00, then, and in each such case, the Exercise Price for any Warrant shall be decreased to an amount determined by dividing the previously applicable Exercise Price by a fraction, (A) the numerator NUMERATOR of which shall be the sum SUM of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus PLUS (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator DENOMINATOR of which shall be the sum SUM of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus PLUS (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price$3.00 per share of Common Stock; providedPROVIDED, howeverHOWEVER, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 .01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Per Warrant shall be increased to a number determined by multiplying the previously applicable number Number of Shares purchasable upon exercise of this Per Warrant by a fractionfraction greater than 1, if any, (A) the numerator NUMERATOR of which shall be the sum SUM of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus PLUS (ii) the maximum number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator DENOMINATOR of which shall be the sum SUM of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus PLUS (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at $3.00 per share of Common Stock in effect immediately prior to such issuance or sale. For the Current Market Priceavoidance of doubt, this provision shall not result in an adjustment to the Exercise Price or the Number of Shares Per Warrant as a result of any Migration Issuance.

Issuance of Additional Shares of Common Stock. In the event the Company that at any time or from time to time shall, or after the date hereof the Company shall be deemed to, issue or sell Additional Shares any additional shares of Common Stock, other than Excluded Stock, Stock for consideration in an amount per additional share received by the Company of Common Stock less than the Current Market PriceValue, then, and in then the number of shares of Common Stock thereafter purchasable upon the exercise of each such case, the Exercise Price for any Credit Warrant shall be decreased increased to an amount a number determined by dividing multiplying the previously applicable Exercise Price number of shares of Common Stock purchasable upon the exercise of each Credit Warrant immediately prior to such issue or sale by a fraction, (A) fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale, plus and (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received by from the Company for issuance or sale of the Additional Shares additional shares of Common Stock. For the purposes of this Section 4.4, the date as of which the Current Market Value per share of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which computed shall be the sum earlier of (ix) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date of actual issuance of such additional shares of Common Stock. Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock outstanding immediately prior purchasable upon exercise of any Credit Warrant shall not be adjusted pursuant to such this Section 4.4 as a result of the issuance or sale, plus (ii) the number of Additional Shares sale of Common Stock issued or sold or deemed to be issued or sold, and in connection with: (Ba) the denominator of which shall be the sum of (x) the number of shares a bona fide firm commitment underwritten public offering of Common Stock outstanding immediately of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable, (c) the exercise of the Credit Warrants, the exercise of any other warrants issued by the Company prior to such issuance the date of this Agreement or salethe exercise of any warrants issued in connection with the Shareholder Subordinated Debt (as defined in the Credit Agreement), plus (yd) the number of shares a private placement of Common Stock which the aggregate consideration received by of the Company sold for a cash purchase price not more than 10% below the Additional Shares Current Market Value of the Common Stock so sold in such private placement and (e) the exercise of rights or options issued or sold or deemed to be issued or sold would purchase at the Current Market Price.Company's employees under bona fide employee benefit plans adopted by the Board and approved by the

Issuance of Additional Shares of Common Stock. In case the event the --------------------------------------------- Company at any time or from time to time shall, or shall be deemed to, issue or sell Additional Shares any shares of Common Stock, other than Excluded Stock, Stock after the Closing Date for a consideration per share received by the Company of less than the Current Market Price, then, and in each Price (as defined below) per share on the date immediately prior to such caseissuance, the Exercise Price for any Warrant upon each such issuance or sale shall be decreased adjusted (to an amount determined the nearest full cent) to the price calculated by dividing multiplying the previously applicable then existing Exercise Price by a fraction, ----------- fraction the numerator of which is (A) the numerator of which shall be the sum of (i1) the number of shares of Common Stock outstanding immediately prior to such issuance issue or sale multiplied by the Market Price per share of Common Stock on the date immediately prior to such issue or sale plus (2) the ---- consideration received by the Company upon such issue or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and divided by (B) the denominator of which shall be the sum of (x) the total number of shares of Common Stock outstanding immediately prior to after such issuance issue or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares Market Price per share of Common Stock outstanding on the date immediately prior to such issuance issue or sale, plus (y. For purposes of this Section 8.2(b) the number adjustment shall be made -------------- successively whenever any issuance is made, and shall become effective immediately after such issuance. The provisions of this Section 8.2(b) shall not apply to any additional -------------- shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares are distributed to holders of Common Stock so pursuant to a stock dividend or subdivision for which an adjustment is provided for under Section 8.2(a). No adjustment of the Exercise Price shall be made under this -------------- Section 8.2(b) upon the issuance of any additional shares of Common Stock which -------------- are issued pursuant to the exercise of any Stock Purchase Rights or sold pursuant to the conversion or deemed exchange of any Convertible Securities to be issued the extent that such adjustment shall previously have been made upon the issuance of such Stock Purchase Rights or sold would purchase at Convertible Securities pursuant to subsection (a), (c) or (d) of this Section 8.2. ----------- Further, the Current Market Price.provisions of this Section 8.2(b) shall not apply if: --------------

Issuance of Additional Shares of Common Stock. In the event the Company shall, at any time or from time to time shallafter the date hereof, issue, sell, distribute or shall be deemed to, issue or sell Additional Shares otherwise grant in any manner (including by assumption) any additional shares of Common Stock, Stock (other than Excluded Stock, shares pursuant to the Corporation's Stock Option Plan in any amount less than twelve percent (12%) of the fully diluted capital stock of the Company) without consideration or for consideration a price per share received by the Company of less than the Current Market Pricecurrent market price per share of Common Stock on the date of the issuance, sale, distribution or granting of such additional shares, then, and in each effective upon such caseissuance or sale, (I) the Exercise Price for any Warrant shall be decreased reduced to an amount the price (calculated to the nearest 1/1,000 of one cent) determined by dividing multiplying the previously applicable Exercise Price in effect immediately prior to such issuance or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately prior to such issuance or sale, sale multiplied by the current market price per share of Common Stock on the date of such issuance or sale plus (ii) the number consideration, if any, received by the Company in respect of Additional Shares of Common Stock issued such issuance or sold or deemed to be issued or soldsale, and (B) the denominator of which shall be the sum product of (xA) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately after such issuance or sale multiplied by (B) the current market price per share of Common Stock on the record date for such issuance or sale and (II) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to or less than $0.01 per share, then in lieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares shares of Common Stock so purchasable upon exercise of this Warrant immediately prior to the record date for such issuance or sale by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding Exercise Price in effect immediately prior to such issuance or sale, plus the adjustment required by clause (iiI) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, this sentence and (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding Exercise Price in effect immediately prior to after such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Priceadjustment.