Common use of Issuance of Options Clause in Contracts

Issuance of Options. If the Issuer in any manner grants any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(a)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company in any manner grants or sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase Common Stock Ordinary Shares or Ordinary Share Equivalents (rights, warrants or options, “Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Option Options or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Ordinary Share Equivalents issuable upon exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Ordinary Share Equivalents issuable upon exercise of any such Option" Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Ordinary Share upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion, exercise or exchange of any Convertible Security Ordinary Share Equivalents issuable upon exercise of such OptionOptions less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such Options, upon exercise of such Options and upon conversion exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of such Options. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Convertible Securities Ordinary Share Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible SecuritiesOrdinary Share Equivalent.

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Closing date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(b)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(b)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 4(d)(iv), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or shares of Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 2(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting granting, issuance or sale of the Optionsuch Option (as defined below), upon exercise of the such Option (as defined below) and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such Option. No further adjustment of Option (as defined below) or otherwise pursuant to the Warrant Price or number of shares of Warrant Stock shall be made upon terms thereof and (y) the actual issuance of lowest exercise price set forth in such shares of Option (as defined below) for which one Common Stock is issuable (or of such Convertible Securities may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.upon

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock (“Options”)grant, other than issue or sell) any Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting granting, issuance or sale (or the time of execution of such agreement to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 4(c)(i)Section, the "“lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Share upon the granting granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one Common Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Shares or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 4(c)(i3.1(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion, exercise or exchange of any Convertible Security (defined below) issuable upon exercise of such Options less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Options, upon exercise of such Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock (“Options”)or sells or enters into a definitive, other than Options granted to employees and consultants binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the issuance or sale of, any employee stock benefit, option, purchase or similar plan approved by the Board, Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i[ ](i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of such any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversionconversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Convertible Securities.

Issuance of Options. If the Issuer Corporation in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i7(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Corporation with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares share of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares share of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities (excluding options granted in connection with one or more employee benefit plans approved by the Company’s board of directors, pursuant to which the Company’s securities may be issued to any employee, officer, director, consultant or other service provider of the Company or any subsidiary (the “Approved Stock Plans”)) (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) issuable upon exercise of any such Option Options is less than the Applicable Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i7(d)(i), the "“lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities. Upon the expiration or termination of any unexercised Option, such Exercise Price shall be readjusted to such amount as would have been obtained had the adjustment made upon the granting or issuance of such Option been made based upon the issuance of only the number of shares of Common Stock actually issued on exercise of such Option. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 7(d)(i) to the extent that such adjustment is based solely on the fact that the Convertible Securities issuable upon exercise of such Option are convertible into or exchangeable for Common Stock at a price which varies with the market price of the Common Stock.

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Original Issue Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 9(d)(iv)(E) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 9(d)(i)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(d)(i)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 9(d)(iv)(C), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer in Company, at any manner time while this Warrant is outstanding, grants any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable PriceExercise Price in effect immediately prior to such grant, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(c)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 8.6(d)(iv)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Conversion Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 8.6(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 8.6(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Corporation as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 8.6(d)(iii), no further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If Ifthe Company shall, at any time or from time to time after the Issuer Original Issue Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange ofthe total maximum amount of such Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 4(d)(iii), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 4(c)(i3(d)(i), the "“lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of such Convertible Securities any Common Share Equivalents issuable upon exercise of any such Option" Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Share upon the granting granting, issuance or sale of the Optionsuch Option (as defined below), upon exercise of the such Option (as defined below) and upon conversion, exercise or exchange of any Convertible Security Common Share Equivalents issuable upon exercise of such OptionOption (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which one Common Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Share Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (as defined below) (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Share or of such Convertible Securities Common Share Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Share upon conversion, exercise or exchange of such Common Share Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Common Shares.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i5(c), the "“lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting granting, issuance or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities other than Exempt Issuances. “Convertible Securities” means any shares or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

Issuance of Options. If the Issuer Corporation in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock (or Common Stock Equivalents are hereinafter referred to as “Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange Options (and the price of any stock or securities conversion of Common Stock Equivalents, if applicable) is less than the Conversion Price (other than in effect on the Measurement Date of such Options) directly or indirectly convertible into or exercisable or exchangeable for (“Below Conversion Price Options”), then the maximum total number of shares of Common Stock (“Convertible Securities”) issuable upon the exercise of any all such Option is less than the Applicable PriceBelow Conversion Price Options (assuming full exercise, then such share conversion or exchange of Common Stock shall Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Conversion Price Options, be deemed to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option Corporation for such price per share. For purposes of this Section 4(c)(i)the preceding sentence, the "lowest “price per share for which one share of Common Stock is issuable upon the exercise of such Options or Below Conversion Price Options” is determined by dividing (i) the minimum aggregate amount of consideration, if any, payable to the Corporation upon conversion, exercise or exchange of such Convertible Securities issuable upon the exercise of any all such Option" shall be equal to Below Conversion Price Options, plus, in the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share case of Common Stock Equivalents issuable upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such OptionBelow Conversion Price Options, the minimum aggregate amount of consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Conversion Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment of to the Warrant Conversion Price or number of shares of Warrant Stock shall will be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Below Conversion Price Options or upon the actual issuance of such shares exercise, conversion or exchange of Common Stock Equivalents issuable upon conversion, exercise or exchange of such Convertible SecuritiesBelow Conversion Price Options.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 2(b)(i) shall not apply to any Exempt Issuance. “Exempt Issuance” means the issuance of any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(b): (i) in connection with any employee benefit plan with has been approved by a majority of the disinterested members of the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company, (ii) upon exercise of the Warrants; provided, that the terms of such Warrants are not amended, modified or changed on or after the Subscription Date and (iii) upon conversion, exercise or exchange of any Options or Convertible SecuritiesSecurities which are outstanding on the day immediately preceding the Subscription Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date.

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Grant Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 3.3(d)(v)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 3.3(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 3.3(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 3.3(d)(iii), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock (“Options”)or sells or enters into a definitive, other than Options granted to employees and consultants binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the issuance or sale of, any employee stock benefit, option, purchase or similar plan approved by the Board, Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversionconversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock (“Options”)or sells or enters into a definitive, other than Options granted to employees and consultants binding agreement pursuant to which the Company is required to grant or sell, or the Company publicly announces the issuance or sale of, any employee stock benefit, option, purchase or similar plan approved by the Board, Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(a)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) as part of a Dilutive Issuance and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Original Issue Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase convert or exchange any Convertible Securities or Common Stock (“Options”), other than issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities into Common Stock, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 4(d)(iii), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer in Company issues or sells any manner grants any rights, warrants or options to subscribe for, purchase or receive Common Stock or Convertible Securities (as defined below) (any of the foregoing, “Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase whether or similar plan approved by the Boardnot immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Option or Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”, if applicable) issuable upon exercise shall, as of any the date of the issuance or sale of such Option is less than the Applicable PriceOptions, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option Company for such price per share. For purposes of this Section 4(c)(i)the preceding sentence, the "lowest “price per share for which one share of Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(c)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options or upon (assuming full conversion, exercise or exchange of such Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (Securities, if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Optionapplicable). No further adjustment of to the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. To the extent that shares of Common Stock or Convertible SecuritiesSecurities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock (“Options”)or sells or enters into a definitive, other than Options granted to employees and consultants binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the grant or sale of or entry into a definitive, binding agreement pursuant to which is required to grant or sell, any employee stock benefit, option, purchase or similar plan approved by the Board, Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting such grant, sale, entry into a definitive, binding agreement or sale public announcement of such Option for such price per share. For purposes of this Section 4(c)(i7(a)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting grant or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the grant or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells any options Options (or enters into any agreement to purchase Common Stock (“Options”)grant, other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase issue or similar plan approved by the Board, sell) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(c)(i), the "“lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3.1(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 3.1(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“"Convertible Securities”") issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(c)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i)5.3.1, the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Options. If the Issuer Borrower in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable PriceMinimum Issuance Price in effect immediately prior to such Dilutive Issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Borrower at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2.10(g)(iii)(A), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exchange or exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of (x) the lowest amounts of consideration (if any) received or receivable by the Issuer Borrower with respect to any one share of Common Stock upon the granting or sale of the Option, plus (y) the lowest amounts of consideration (if any) received or receivable by the Borrower with respect to any one share of Common Stock upon exercise of the Option and upon conversion, exchange or exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exchange or exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as hereinafter defined) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option is less than the Applicable Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i4(d)(i), the "“lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities Common Stock Equivalents issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.Common Stock Equivalents. For the purposes of this Warrant, “Options” shall mean any rights, warrants or options to subscribe for or purchase shares of Common Stock or Common Stock Equivalents

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Original Issue Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 4(d)(iii), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i5(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" ” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Options. If the Issuer in Company grants or sells, or publicly announces the grant or sale of, any manner grants any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(a)(i), the "lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Ordinary Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any options to purchase Common Stock Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Share Equivalents issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(a)(i), the "“lowest price per share for which one share of Common Stock Share is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities Common Share Equivalents issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security Common Share Equivalent issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Common Share Equivalent issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock Shares or of such Convertible Securities Common Share Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible SecuritiesCommon Share Equivalents. “Options” means any rights, warrants or options to subscribe for or purchase Common Shares or Common Share Equivalents.

Issuance of Options. If If, at any time while this Note is outstanding on or after the Issuer date of the occurrence (if any) of an Event of Default, the Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i5(c), the "“lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Shares Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock Shares upon the granting granting, issuance or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Shares Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one Common Shares are issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Shares Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Shares or of such Convertible Securities Common Shares Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Shares Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities other than Exempt Issuances. “Convertible Securities” means any shares or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Common Shares.

Issuance of Options. If after the Issuer Second Closing Date the Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(a)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If Subject to the Issuer Issuance Cap exception ------------------- in Section 6(j) below, if at any time while this Warrant is outstanding the Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase (1) the Underlying Shares or similar plan approved by the Board, and the lowest price per share for which one share shares of Common Stock is deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Option or upon conversionSchedule 2.1(c), exercise or exchange of any stock or securities (other than Options4) directly or indirectly convertible into or exercisable or exchangeable for the shares of Common Stock (“Convertible Securities”) issuable upon exercise of any such Option is less than an Underwritten Offer (as defined in the Applicable PriceRegistration Rights Agreement) occurring before December 31, then such share 2001, (5) the shares of Common Stock shall be issued or deemed to be outstanding and to have been issued and sold as consideration for an acquisition by the Issuer at Company of a division, assets or business (or stock constituting any portion thereof) from another person) (such rights or options being herein called "Options" and such convertible ------- or exchangeable stock or securities being herein called "Convertible ----------- Securities") and the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i), the "lowest price per share for which one share of Common Stock is ---------- issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such Convertible Securities issuable upon exercise of any is less than the Exercise Price in effect immediately prior to such Option" grant, then the Exercise Price shall be adjusted to equal to the sum of lesser of: (1) the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock Adjusted Price upon the granting or sale of the Option, upon exercise of such Options or upon the Option and upon conversion, exercise conversion or exchange of any such Convertible Security issuable upon exercise Securities or (2) the Average Price on the date of such Optiongrant. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase Common Stock Ordinary Shares or Ordinary Share Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest weighted average price per share for which one share Ordinary Share is, as of Common Stock is the time of such grant or sale, at any time issuable upon the exercise of any such Option the Options so granted or sold or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Ordinary Share Equivalents issuable upon exercise of any such Option Options or otherwise pursuant to the terms thereof is less than the Applicable Price, then the Ordinary Shares underlying such share of Common Stock Options shall be deemed to be outstanding and to have been issued and sold by for purposes of the Issuer adjustment under this Section 3(b) at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "lowest “weighted average price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Ordinary Share Equivalents issuable upon exercise of any such Option" Options or otherwise pursuant to the terms thereof” shall be equal to the sum arithmetic average of the lowest sums of the amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock each Ordinary Share issuable upon the granting or sale of the Optionrelevant Options, upon exercise of the Option such Options and upon conversion, exercise or exchange of any Convertible Security Ordinary Share Equivalents issuable upon exercise of such OptionOptions or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Convertible Securities Ordinary Share Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible SecuritiesOrdinary Share Equivalents.

Issuance of Options. If the Issuer Corporation in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Issuer Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i8(b)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of such any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Corporation with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversionconversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Corporation with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares share of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities (“Options”), other than Options excluding options granted to employees and consultants pursuant to any in connection with one or more employee stock benefit, option, purchase or similar plan benefit plans approved by the BoardCompany's board of directors, pursuant to which the Company's securities may be issued to any employee, officer, director, consultant or other service provider of the Company or any subsidiary (the "APPROVED STOCK PLANS")) ("OPTIONS") and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) issuable upon exercise of any such Option Options is less than the Applicable Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i8(d)(i), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities. Upon the expiration or termination of any unexercised Option, such Exercise Price shall be readjusted to such amount as would have been obtained had the adjustment made upon the granting or issuance of such Option been made based upon the issuance of only the number of shares of Common Stock actually issued on exercise of such Option. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 8(d)(i) to the extent that such adjustment is based solely on the fact that the Convertible Securities issuable upon exercise of such Option are convertible into or exchangeable for Common Stock at a price which varies with the market price of the Common Stock.

Issuance of Options. If the Issuer in Company grants, issues or sells any manner grants any options options, rights or warrants to purchase or subscribe for shares of Common Stock or Convertible Securities (“as defined below) (collectively, "Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ") and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting grant, issuance or sale of such Option for such price per share. For purposes of this Section 4(c)(i7(f)(i), the "lowest price per share for which one share of Common Stock is issuable upon exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security Securities issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options Option or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities. If any or all of such Options expire without exercise, or if any or all of such Convertible Securities issuable upon the exercise of any such Option shall not be converted, exercised or exchanged, the Exercise Price and the number of Warrant Shares shall be adjusted to equal the Exercise Price and the number of Warrant Shares that would have been in effect had such expired Options or such unconverted, unexercised or unexchanged Convertible Securities never been issued.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i4(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option, minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase Common Stock Ordinary Shares or Ordinary Share Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest weighted average price per share for which one share Ordinary Share is, as of Common Stock is the time of such grant or sale, at any time issuable upon the exercise of any such Option the Options so granted or sold or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Ordinary Share Equivalents issuable upon exercise of any such Option Options or otherwise pursuant to the terms thereof is less than the Applicable Price, then the Ordinary Shares underlying such share of Common Stock Options shall be deemed to be outstanding and to have been issued and sold by for purposes of the Issuer adjustment under this Section 3(b) at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "lowest “weighted average price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Ordinary Share Equivalents issuable upon exercise of any such Option" Options or otherwise pursuant to the terms thereof” shall be equal to the sum arithmetic average of the lowest sums of the amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock each Ordinary Share issuable upon the granting or sale of the Optionrelevant Options, upon exercise of the Option such Options and upon conversion, exercise or exchange of any Convertible Security Ordinary Share Equivalents issuable upon exercise of such OptionOptions or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Convertible Securities Ordinary Share Equivalents upon 1 To be the IPO price per unit. the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible SecuritiesOrdinary Share Equivalents.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents. This Section 3(b)(ii) shall not apply to any Exempt Issuance.

Issuance of Options. If the Issuer Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, ) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "“lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting granting, issuance or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such Option. No further adjustment of Option or otherwise pursuant to the Warrant Price or number of shares of Warrant Stock shall be made upon terms thereof and (y) the actual issuance of lowest exercise price set forth in such shares of Option for which one Common Stock is issuable (or of such Convertible Securities may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Convertible Securities.Optionor otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred

Issuance of Options. If at any time during the Issuer Exercise Period, the Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (“Options”), other than Options granted the Underlying Shares or shares of Common Stock deemed to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved have been issued by the BoardCompany in connection with an Approved Stock Plan, shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement, shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another person or shares of Common Stock issued or deemed to have been issued in a Strategic Venture) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") and the lowest price per share (the "New Option Price") for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise conversion or exchange of such Convertible Securities issuable upon exercise of any is less than the Conversion Price in effect immediately prior to such Option" grant, then the Exercise Price shall be reduced to an amount to equal to the sum 120% of the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the New Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such OptionPrice. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is Shares are issuable upon the exercise of any such Option Options, or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options, is less than the Applicable PriceConversion Price in effect immediately prior to the time of the granting or sale of such Options, then such share the maximum number of Common Stock shall Shares issuable upon the exercise of such Options, or upon conversion or exchange of the maximum amount of such Convertible Securities issuable upon the exercise of such Options, will be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 4(c)(i7(e)(i)(A), the "lowest price per share for which one share Common Shares are issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options" will be determined by dividing (1) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (2) the maximum number of Common Stock is Shares issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of all such Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall will be made upon the actual issuance of such shares of Common Stock Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise conversion or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants (except for Exempt Issuance) or sells any options Options to purchase Common Stock (“Options”)an RFXS Affiliate on or prior to March 31, other than Options granted to employees and consultants pursuant 2017, or to any employee stock benefitsubscriber of Company securities in a private placement prior to December 31, option, purchase or similar plan approved by the Board2016, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i4(b)(i), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the such Option, upon exercise of the such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of to the Warrant Conversion Price or number of shares of Warrant Stock Additional Issuance shall be made upon the actual issuance of such shares share of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares share of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants grants, issues or sells (or enters into any options agreement to purchase Common Stock grant, issue or sell) any Options (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, as defined below) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 4(c)(i3(b)(i), the "lowest “price per share for which one share of Common Stock is issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of such Convertible Securities any Common Stock Equivalents issuable upon exercise of any such Option" Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to the exercise price set forth in such Option (as defined below) for which one Common Stock is issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the lowest amounts holder of consideration such Option (if anyor any other Person) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting granting, issuance or sale of the Optionsuch Option (as defined below), upon exercise of the such Option (as defined below) and upon conversion, exercise or exchange of any Convertible Security Common Stock Equivalents issuable upon exercise of such OptionOption (as defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (as defined below) (or any other Person). No Except as contemplated below, no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities Common Stock Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

Issuance of Options. If the Issuer Company shall, at any time or from time to time after the Original Issue Date, in any manner grants grant or sell (whether directly or by assumption in a merger or otherwise) any options Options, whether or not such Options or the right to purchase Common Stock (“Options”), other than convert or exchange any Convertible Securities issuable upon the exercise of such Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Boardare immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4(d)(v) ) for which one share of Common Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise the conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon the exercise of any such Option Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Issuer at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 4(c)(i), the "lowest price per share for which one share shares of Common Stock is issuable upon the exercise of such Options or upon conversion, exercise conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of any such Option" Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the lowest amounts of consideration (total amount, if any) , received or receivable by the Issuer with respect to any one share of Common Stock upon Company as consideration for the granting or sale of all such Options, plus (y) the Option, minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the Option case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and upon conversion, exercise the conversion or exchange of any all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such OptionOptions or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. No Except as otherwise provided in Section 4(d)(iii), no further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Convertible SecuritiesOptions.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i2(d)(i)(A), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversionconversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company to the Holder thereof with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares share of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Convertible Securities.

Issuance of Options. If the Issuer Company in any manner grants or sells any options to purchase Common Stock (“Options”), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“Convertible Securities”) Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i5(g)(i)(A), the "“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of such any Convertible Securities issuable upon exercise of any such Option" ” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Conversion Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

Issuance of Options. If Subject to the Issuer Issuance Cap exception ------------------- in Section 6(j) below, if at any time while this Warrant is outstanding the Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (“Options”other than (1) the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants outstanding and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), other than Options granted (4) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, (5) the shares of Common Stock issued or deemed to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved have been issued as consideration for an acquisition by the BoardCompany of a division, assets or business (or stock constituting any portion thereof) from another person) (such rights or options being herein called "Options" and such ------- convertible or exchangeable stock or securities being herein called "Convertible Securities") and the lowest price per share for which one share of Common ---------------------- Stock is issuable upon the exercise of any such Option Options or upon conversion, exercise conversion or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock (“such Convertible Securities”) issuable upon exercise of any such Option Securities is less than the Applicable PriceExercise Price in effect immediately prior to such grant, then such share of Common Stock the Exercise Price shall be deemed adjusted to be outstanding and equal to have been issued and sold by the Issuer at lesser of: (1) the time of Adjusted Price upon the granting or sale of such Option for such price per share. For purposes of this Section 4(c)(i), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise the conversion or exchange of such Convertible Securities issuable upon exercise of any such Option" shall be equal to or (2) the sum of Average Price on the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise date of such Optiongrant. No further adjustment of the Warrant Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities.