Common use of Issuance of Rights or Options Clause in Contracts

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.13.2(a) hereof. Except as provided in Section 3.2(b) hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Option or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablea Permitted Issuance, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price in effect immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of Common Shares issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Shares are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date such Common Shares or of granting such rights or options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Shares upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options, whether or not immediately exercisable, (other than the Purchase Rights covered by Section 3 hereof or a Permitted Issuance) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities is less than the Fair Market Value per share of the Common Stock in effect on the earlier of (x) the announcement of such grant and (y) the date of such grant, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.13.2.1

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.1hereof. Except as provided in Section hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "OPTIONS") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price in effect on the date of issuance of such Options ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein hereinafter called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the current market price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. For the purposes of calculations under this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options. Except as provided in clause (iii) of this subsection (c), no further adjustments of any Exercise Price shall be less than made upon the Conversion Price in effect as actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions, without taking into account potential anti-dilution adjustments) shall be less than the Conversion Per Share Anti-Dilution Price in effect as immediately prior to the issuance of the date of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with share as of the effect on date of granting of such Options or the Conversion Price specified issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Per Share Anti-Dilution Price. Except as otherwise provided in Section 5.2.12.2(b)(iii), no adjustment of the Per Share Anti-Dilution Price shall be made upon the actual issue of such Common Shares or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case If the Corporation, at any time or from time to time after the date hereof the Company shall Date of Issuance, in any manner grant grants or sells (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith)Options, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 9(c)(5)) for which shares of Common Stock are is issuable upon the exercise of such rights Options, or options upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued by the Corporation at the time of the granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 9(a)), at a price per share equal to the quotient determined by dividing (i) the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(a)) of (x) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of all such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of all such Convertible Securities and upon the conversion or exchange thereofof all such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such rights or options) shall be less than Options. Except as otherwise provided in Section 9(c)(3), no further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly except in replacement of or by assumption exchange for warrants, rights or options of a target company in a merger or otherwiseacquisition) issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options is less than the Market Price on the date of issuance or options or upon conversion or exchange grant of such Convertible Securities (Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesOptions, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Options.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall company in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting the sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options, shall be deemed to be outstanding and to have ben issued and sold by the Company at such time for such price per share. For purposes of this paragraph, the "PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON EXERCISE OF SUCH OPTIONS OR UPON CONVERSION OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES" is determined by dividing (A) the result of (i) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus (ii) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Option, plus (iii) in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion conversation or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company Corporation ----------------------------- shall in any manner grant (whether directly or directly, by assumption in a merger or otherwise) any options or rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting issuance of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in clause (iii) below, with the effect on the no adjustment of such Conversion Price specified in Section 5.2.1shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, directors or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.13.2.1

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) ----------------------------- grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as shall be made upon the actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time If, after the date hereof hereof, the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than Securities")(such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is purchasable or issuable upon the exercise of such rights Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or options or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsbelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case If the Corporation shall, at any time after the date hereof the Company shall Filing Date, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) (other less than warrants, options or convertible securities issued as consideration for or assumed the applicable Conversion Price then in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith)effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the Conversion Price of a series of Preferred Stock shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price determined as of such time or the Market Price of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (ia) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, of Common Stock Shares or any stock or securities convertible into or exchangeable for Common Stock Shares (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect immediately prior to the time of the granting of such rights or options or less than the Market Price of the Common Shares determined as of the date of granting such rights or options, as the case may be, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.12(a). Except as provided in subparagraph (C), no further adjustment of the Exercise Price shall be made upon the actual issue of such Common Shares or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than (x) the Market Price of the Common Stock determined as of the time of the granting or sale of such Options or (y) the Exercise Price in effect immediately prior to such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as Options. No further adjustment of the date of granting such rights Exercise Price or options, then the total maximum number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case If at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 95% of the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1options.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share (the "Option Price") for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price Fair Market Value in effect as immediately prior to the time of the date granting of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding (as of the date of the granting of such rights or options options) deemed to be outstanding and to have been issued on the date of such grant for such price the Option Price per share, with the effect on the Conversion Price specified . Except as otherwise provided in Section 5.2.15.3, no adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after Except for Permitted Issuances, if the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii2) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price in effect on the date of issuance of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if a liable will as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price(s) will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, directors or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.1hereof. Except as provided in Section hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after Except for Options granted in ----------------------------- accordance with the date hereof provisions of Section 8(c) above or in accordance with the Company's Rights Agreement dated as of February 26, 2000, if the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case If the Company shall, at any time after the date hereof the Company shall hereof, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) (other hereof less than warrants, options or convertible securities issued as consideration for or assumed the Exercise Price then in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith)effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case If at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 8(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisableexercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than 95% of the Conversion Market Price of such Common Stock in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of the date of the granting of such rights or options paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, with no adjustment or further adjustment (as the effect on case may be) of the Conversion Warrant Purchase Price specified shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in Section 5.2.1an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1to

Issuance of Rights or Options. In case at any time after For purposes of determining the date hereof adjusted Warrant Price under Section 4(f)(i) hereof, if the Company shall in any manner grant (whether directly grants or by assumption in a merger sells any rights, warrants or otherwise) any rights options to subscribe for or to purchase, purchase Convertible Securities (as defined below) or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called the "Convertible SecuritiesOptions") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options (or upon conversion or exchange of such any stock or securities (directly or indirectly) convertible or exercisable into or exchangeable for Common Stock (the "Convertible Securities (determined by dividing (iSecurities") the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company issuable upon the exercise of such rights or options, or plus, in Options) is less than the case greater of such rights or options that relate to Convertible Securities, (x) the minimum aggregate amount Adjusted Fair Market Value of additional consideration, if any, payable upon the issue Common Stock determined as of the time of the granting or sale of such Convertible Securities and upon the conversion Options or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Warrant Price in effect as of the date of granting immediately prior to such rights or optionstime, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options) shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total minimum amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the aggregate minimum amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate minimum 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 (B) the total maximum number of shares of Common Stock issuable at any time upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable at any time upon the exercise of such rights Options. No further adjustment of the Warrant Price or options the number of shares of Common Stock issuable hereunder shall be deemed to be outstanding as of made when Convertible Securities are actually issued upon the date of the granting exercise of such rights Options or options and to have been when Common Stock is actually issued for upon the exercise of such price per share, with Options or the effect on the Conversion Price specified in Section 5.2.1conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (" other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablea Permitted Issuance, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Warrant Price in effect immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Warrant Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any ----------------------------- manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase ---------------------- Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon the ------- exercise of such Options is less than the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of shares of Common -------------------- Stock are issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Exercise Price per Warrant Share on an as-converted to Common Stock basis in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in paragraph (e)(ii)(3), with no adjustment of the effect on Exercise Price shall be made upon the Conversion Price specified in Section 5.2.1actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the avoidance of doubt, the term “Convertible Securities” shall not include the Series B Preferred Stock.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall ----------------------------- in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Adjustment Price in effect as immediately prior to the time of the date granting of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding (as of the date of the granting of such rights or options options) deemed to be outstanding and to have been issued for such price per share, with the effect on the Conversion Price specified . Except as otherwise provided in Section 5.2.16.4, no adjustment of the Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "OPTIONS") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Dilutive Price in effect on the date of issuance of such Options ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the lesser of the Market Price of the Common Stock or the Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total 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 Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" will be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus, in the case of Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions. Except as otherwise provided in paragraphs (c) shall be less than the Conversion Price in effect as and (d) below, no adjustment of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock common stock or any stock or securities convertible into or exchangeable for Common Stock common stock (such rights, warrants or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are common stock is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of such rights or optionsOptions, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue conversion or sale exchange of such Convertible Securities and upon the conversion or exchange thereofSecurities, by (iiB) the total maximum number of shares of Common Stock common stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Series A-1 Conversion Price or Series B Conversion Price, as the case may be, immediately prior to the granting of such Options, then the total maximum number of shares of common stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum number of such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding have been issued for such price per share as of the date of the granting of such rights or options Options and thereafter shall be deemed to have been issued for be outstanding, Except as otherwise provided in section 3(c)(iii), no additional adjustment of such price per share, with the effect on the Conversion Price specified shall be made upon the actual issuance of such common stock upon exercise of such Options or upon conversion or exchange of such Convertible Securities. Notwithstanding anything to the contrary in Section 5.2.1this section 3(c), the issuance of the Warrants (as defined in the Series A Investment Agreement) and the Warrants (as defined in the Series B Purchase Agreement) and any subsequent exercise of the Warrants (as defined in the Series A Investment Agreement) or the Warrants (as defined in the Series B Purchase Agreement) shall not affect either the Series A-1 Conversion Price or the Series B Conversion Price. If, upon the expiration of such Options or rights to convert or exchange such Convertible Securities, such Options remain unexercised or such Convertible Securities remain unconverted or unexchanged, as the case may be, such Conversion Price shall again be adjusted as if such unexercised Options or unconverted or unexchanged Convertible Securities had not been granted.

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Adjustment Price in effect as immediately prior to the time of the date granting of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding (as of the date of the granting of such rights or options options) deemed to be outstanding and to have been issued for such price per share. Except as otherwise provided in paragraph 2C(3), with no adjustment of the effect on Adjustment Price shall be made upon the Conversion Price specified in Section 5.2.1actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Conversion Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the maximum number of shares of Conversion Stock 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 Company at the time of the granting or sale of such Options for such price per share. For purposes of this SECTION 5(c)(i), the "price per share for which Conversion Stock is issuable upon exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options" will be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Conversion Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No adjustment of the Conversion Price in effect as will be made upon the actual issuance of the date such Conversion Stock or of granting such rights or options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Conversion Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (----------------------------- issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), but not to include the grant ---------------------- or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common ------- Stock are is issuable upon the exercise of such rights Options is less than the greater of the Exercise Price or options or the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of -------------------- shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible CONVERTIBLE Securities") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "OPTIONS") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price in effect on the date of issuance of such Options ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "OPTIONS") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the Measurement Date of such securities ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or optionsexchange thereof (determined in accordance with the calculation method set forth in (b)(ii) shall be less than below) at the Conversion Price in effect as of time such Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the date of granting such rights or options, then the maximum total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1of

Issuance of Rights or Options. In case at any time after the date hereof Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) ), any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights rights, options or options warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, such grant shall be deemed a sale by the Company of its Common Stock and the price per share for which shares such deemed sale of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Company as consideration for the granting of such rights rights, options or optionswarrants, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights rights, options or optionswarrants, or plus, in the case of such rights rights, options or options warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights rights, options or options) warrants. Except as provided in Section 2(a)(iii), no further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (ia) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after For purposes of determining the date hereof adjusted Warrant Price under Section 4(f)(i) hereof, if the Company shall in any manner grant (whether directly grants or by assumption in a merger sells any rights, warrants or otherwise) any rights options to subscribe for or to purchase, purchase Convertible Securities (as defined below) or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith“Options”), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options (or upon conversion or exchange of such any stock or securities (directly or indirectly) convertible or exercisable into or exchangeable for Common Stock (the “Convertible Securities (determined by dividing (iSecurities”) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company issuable upon the exercise of such rights or options, or plus, in Options) is less than the case greater of such rights or options that relate to Convertible Securities, (x) the minimum aggregate amount Adjusted Fair Market Value of additional consideration, if any, payable upon the issue Common Stock determined as of the time of the granting or sale of such Convertible Securities and upon the conversion Options or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Warrant Price in effect as of the date of granting immediately prior to such rights or optionstime, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options) shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total minimum amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the aggregate minimum amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate minimum 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 (B) the total maximum number of shares of Common Stock issuable at any time upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable at any time upon the exercise of such rights Options. No further adjustment of the Warrant Price or options the number of shares of Common Stock issuable hereunder shall be deemed to be outstanding as of made when Convertible Securities are actually issued upon the date of the granting exercise of such rights Options or options and to have been when Common Stock is actually issued for upon the exercise of such price per share, with Options or the effect on the Conversion Price specified in Section 5.2.1conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time If, after the date hereof hereof, ----------------------------- the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than Securities")(such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is purchasable or issuable upon the exercise of such rights Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or options or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case If the Company shall, at any time after the date hereof the Company shall hereof, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible CONVERTIBLE Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) (other hereof less than warrants, options or convertible securities issued as consideration for or assumed the Exercise Price then in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith)effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly ----------------------------- grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share Unit for which shares of Common Stock Units are issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price for any series of Preferred Units in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of Common Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per Unit. For purposes of this paragraph, the "price per Unit for which Common Units are issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Units issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Units are actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights (other than the Warrants) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 100% of the Current Value determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with SECTION 6(b). Except as provided in CLAUSE (III) of this SUBSECTION, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this CLAUSE (I), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchasepurchase Ordinary Shares (including in the form of ADSs) or other securities exercisable, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Ordinary Shares (including in the form of ADSs) ("CONVERTIBLE SECURITIES"), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, rights and options to purchase Ordinary Shares or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "OPTIONS"), and the price per share for which shares of Common Stock Ordinary Shares are issuable upon the exercise of such rights or options or Options is less than the Market Price on the date of issuance ("BELOW MARKET OPTIONS"), then the maximum total number of Ordinary Shares issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Ordinary Shares are issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or optionsexchange thereof at the time such Convertible EXHIBIT A Securities first become exercisable, convertible or exchangeable, by (ii) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the maximum total maximum number of shares of Common Stock Ordinary Shares issuable upon the exercise of such rights or options or upon conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Ordinary Shares upon the exercise of such rights Below Market Options or options shall be deemed to be outstanding as upon the exercise, conversion or exchange of the date of the granting Convertible Securities issuable upon exercise of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (----------------------------- issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), but not to include the grant or exercise ---------------------- of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of ------- Common Stock are is issuable upon the exercise of such rights Options is less than the greater of the Exercise Price or options or the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of shares of Common -------------------- Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options. 112

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are or Class A Common Stock, as the case may be, is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Series C Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph 4E(3), with no adjustment of the effect on the Series C Conversion Price specified in Section 5.2.1shall be made upon the actual issue of such Common Stock or Class A Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner after the date hereof grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share (the "Option Price") for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as immediately prior to the time of the granting of such rights or options with respect to rights or options granted prior to the Market Price Adjustment Date or less than the Current Market Price on the date of granting the grant of such rights or optionsoptions with respect to rights or options granted on or after the Market Price Adjustment Date, as the case may be, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding (as of the date of the granting of such rights or options and options) deemed to have been be Additional Stock issued on the date of such grant for such price the Option Price per share, with the effect on the Conversion Price specified . Except as otherwise provided in Section 5.2.14(e)(viii), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any ----------------------------- manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No adjustment of the Conversion Price in effect as shall be made upon the actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable Securities. Notwithstanding the foregoing, no adjustment of the Conversion Price shall be made pursuant to paragraph 4(b) as a result of (w) the granting of stock options under qualified stock options plans approved by the Board of Directors of the Company, at exercise prices not less than the fair market value of the Common Stock at the date of grant, (x) the actual issuance of Common Stock upon the exercise of such rights stock options, (y) the issuance of Common Stock pursuant to the Company's Employee Stock Purchase Plan or options shall be deemed (z) the issuance of Common Stock to be outstanding as of non-employee directors pursuant to the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Company's director stock grant program.

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise, except in the circumstances described in Section 7(f) below) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights rights, options or options warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, such grant shall be deemed a sale by the Corporation of its Common Stock and the price per share for which shares such deemed sale of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or property received or receivable by the Company Corporation as consideration for the granting of such rights rights, options or optionswarrants, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of such rights rights, options or optionswarrants, or plus, in the case of such rights rights, options or options warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights rights, options or options) shall be less than warrants. Except as provided in Section 7(e)(iii), no further adjustment of the Conversion Price in effect as shall be made upon the actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time If, after the date hereof hereof, the ----------------------------- Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than Securities")(such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is purchasable or issuable upon the exercise of such rights Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or options or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this Section, the "price per share for which Common Stock is issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case Except as provided in Section 5.K, if at any time after the date hereof Effective Time, the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, shares of Common Stock or any stock or securities immediately convertible into or immediately exchangeable for shares of Common Stock (such rights or options being hereinafter referred to as “Options” and such convertible or exchangeable stock or securities being herein called "hereinafter referred to as “Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of a Common Stock are Share is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the full exercise of such rights or options Options or upon the full conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Exercise Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all the maximum number of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with share as of the effect on the Conversion Price specified date such Options were granted and thereafter shall be deemed to be outstanding. Except as otherwise provided in Section 5.2.15. B(c), no adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(a) upon the issuance of such Options. If the right to exercise such Options expires without such Options being exercised, the Exercise Price shall be adjusted to reflect that the shares of Common Stock previously issuable upon exercise of the Options are no longer deemed to have been issued.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options, or the right to convert or exchange any such Convertible Securities Securities, are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Total Warrant Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subsection (a)(3) below, with no adjustment of the effect on Warrant Price and the Conversion Total Warrant Price specified in Section 5.2.1shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case If the Company at any time after the date hereof the Company or from time to time, shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Class A Shares or any stock shares or securities security convertible into or exchangeable for Common Stock Class A Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable stock shares or securities being herein called "“Convertible Securities"”), in each case for consideration per share (determined as provided in this paragraph and in Section 3(v) (other below) less than warrants, options or convertible securities issued as consideration for or assumed the Conversion Price then in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith)effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which shares total maximum number of Common Stock are Class A Shares issuable upon the exercise of such rights or options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares Class A Shares deemed to have been so issued. Except as otherwise provided in Section 3(iii) below, no adjustment of Common Stock issuable the Conversion Price shall be made upon the actual issuance of such Class A Shares or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or Class A Shares upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly other than in connection with the Undertaking) issues or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, (A) Common Stock or (B) any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities is less than the Market Price determined as of the date of issuance or grant of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options) shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the price per share for which Common Stock is issuable upon exercise of Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (ix) the total amount, if any, received or receivable by the Company as consideration for the issuing or granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, thereof by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Additional Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any convertible securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to such grant or sale, then the total maximum number of shares of Additional Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Additional Stock is issuable” shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Additional Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Additional Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case the event that at any time after the date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"i) (other than warrantsrights, options or convertible securities issued as consideration for warrants to acquire (provided, however, that no adjustment shall be made under Section 4.03 or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable this Section 4.04 upon the exercise of such rights or rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) issuance shall be less than determined by multiplying the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of each Warrant immediately prior to such rights issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or options securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of all such Convertible Securities issuable upon rights, options, warrants or securities (as determined in good faith by the exercise of such rights or options Board, whose determination shall be deemed evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent by the Warrant Agent to be outstanding any Holder upon request by such Holder to the Warrant Agent) would purchase at the Current Market Value per share of Common Stock as of the record date; and, subject to Section 4.08, in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the granting of aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights rights, options, warrants or options and securities are issued. No adjustment shall be made pursuant to this Section 4.04 which shall have been issued for such price per share, with the effect on of decreasing the Conversion Price specified in Section 5.2.1number of shares of Common Stock issuable upon exercise of each Warrant or increasing the Exercise Price.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options Options that relate to Convertible Securities, the minimum ​ aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions, without taking into account potential anti-dilution adjustments) shall be less than the Conversion Per Share Anti-Dilution Price in effect as immediately prior to the issuance of the date of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with share as of the effect on date of granting of such Options or the Conversion Price specified issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Per Share Anti-Dilution Price. Except as otherwise provided in Section 5.2.1‎2.2(b)(iii), no adjustment of the Per Share Anti-Dilution Price shall be made upon the actual issue of such Common Shares or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant issues or grants any warrants (other than the Warrants issued pursuant to the Purchase Agreement), rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Convertible Securities (such warrants, rights and options to purchase Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter collectively referred to in this Article VIII as “Options”) and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options is less than the Series C Conversion Price on the date of issuance or options or upon conversion or exchange grant of such Convertible Securities (Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of all such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of Convertible Securities (as hereinafter defined) issuable upon the exercise of such rights or options that relate to Convertible SecuritiesOptions, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights Options (assuming full conversion or options exchange of Convertible Securities, if applicable). No further adjustment to the Series C Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Units or any stock Units or securities security convertible into or exchangeable for Common Stock Units (such warrants, rights or options being called "Options" and such convertible or exchangeable stock Units or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share Unit for which shares of Common Stock Units are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock Units issuable upon the exercise of all such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the applicable Conversion Price in effect as for the Preferred Units immediately prior to the time of the date granting of granting such rights Options or optionsConvertible Securities, then the total maximum number of shares of Common Stock Units issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareUnit as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph (iii), with the effect on the no adjustment of any Conversion Price specified in Section 5.2.1shall be made upon the actual issue of such Common Units or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Units upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for purchase shares of the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for shares of the Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees purchase shares of the acquired entity in conjunction therewith), whether Common Stock or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which shares a share of the Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Dilutive Price in effect on the date of issuance of such Options ("Below Market Options"), then the shares of the Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which a share of the Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or optionsexchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (ii) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the maximum total maximum number of shares of the Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such shares of the Common Stock upon the exercise of such rights Below Market Options or options shall be deemed to be outstanding as upon the exercise, conversion or exchange of the date of the granting Convertible Securities issuable upon exercise of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Dilutive Price in effect on the date of issuance of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant issues, grants or sells (whether directly or by assumption in a merger or otherwiseotherwise becomes subject to) any rights Options (including Options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "acquire Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Fair Market Value of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any ----------------------------- manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase ---------------------- Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon the -------- exercise of such Options is less than the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of shares of Common -------------------- Stock are issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company Maker shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”) (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ix) the total amount, if any, received or receivable by the Company Maker as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Maker upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in sub-paragraph (iii) of this paragraph (b), with the effect on no adjustment of the Conversion Price specified in Section 5.2.1shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after Except for Permitted Issuances, if the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price and/or the Series B Conversion Price, as the case may be, in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii2) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Series A Conversion Price and/or the Series B Conversion Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.1hereof. Except as provided in Section 3.2.2 hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any options, warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such options, warrants and rights being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Series C Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options. Except as otherwise provided in Subsection 9(d)(iii)(d)(3), with no adjustment of the effect on the Series C Conversion Price specified in Section 5.2.1shall be made upon the actual issuance of the Common Shares or Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly ----------------------------- grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Base Rate in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of any Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share of Common Stock for which shares of Common Stock are issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share of Common Stock. For purposes of this paragraph, the “price per share of Common Stock for which Common Stock are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No adjustment of the Conversion Price in effect as shall be made upon the actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, in connection with the effect on the Conversion Price specified in Section 5.2.1issuance of any Excluded Securities.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablea Permitted Issuance, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price in effect immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1all

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablea Permitted Issuance, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price in effect immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 are exercisable for Convertible Securities, the minimum aggregate amount of 5 133 additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall ------------------------------ in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Adjustment Price in effect as immediately prior to the time of the date granting of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding (as of the date of the granting of such rights or options options) deemed to be outstanding and to have been issued for such price per share, with the effect on the Conversion Price specified . Except as otherwise provided in Section 5.2.16.4, no adjustment of the Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Preferred Stock or any stock or securities convertible into or exchangeable for Common Preferred Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Preferred Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined as provided in the following sentence) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Preferred Stock issuable upon the exercise of all such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall, for purposes of this Subsection 7(b), be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. The price per share for which Preferred Stock is issuable, as referred to in the preceding sentence, shall be determined by dividing (ia) the sum of (l) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus (2) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, plus (3) in the case of all such rights or options Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of all such Convertible Securities (to the extent not counted in clause (2)) and upon the conversion or exchange thereofof all such Convertible Securities into Preferred Stock, by (iib) the total maximum number of shares of Common Preferred Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights Options; the consideration received or optionsreceivable by the Company shall in each case be determined in accordance with Paragraph (5) of Subsection 7(b) hereof. Except as otherwise provided in Paragraph (4) of Subsection 7(b) hereof, no adjustment of the Exercise Price shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable made upon the actual issue of such Preferred Stock or of such Convertible Securities upon exercise of such rights Options or options or upon the actual issue of such Preferred Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Exercise Price specified in Section 5.2.1Paragraph 5(c) hereof. Except as provided in Paragraph 5(c) hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "Options") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price in effect on the date of issuance of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Floor Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Class A Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subsection 6(d)(3), with no adjustment of the effect on the Class A Conversion Price specified in Section 5.2.1shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner ----------------------------- grant (whether directly or by assumption in a merger or otherwise) any rights (other than the Excepted Securities) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), Securities whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Current Market Price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. Except as provided in Section 4.7, no further adjustments of the number of shares of Common Stock comprising a Stock Unit shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this Section 4.5, the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (ix) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of or additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Conversion Exercise Price per Warrant Share on an as-converted to Common Stock basis in effect as immediately prior to the time of the date granting of granting such rights Options, disregarding any limitations or optionsprohibitions on conversion thereof, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per shareshare as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in paragraph (e)(ii)(3), with no adjustment of the effect on Exercise Price shall be made upon the Conversion Price specified in Section 5.2.1actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the avoidance of doubt, the term “Convertible Securities” shall not include the Series C Preferred Stock.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any ----------------------------- manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesCONVERTIBLE SECURITIES") (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, hereinafter referred to as "OPTIONS") and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or Options is less than the Market Price on the date of issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Common

Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (other than such warrants, rights and options to purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price 5 42 per share for which Common Stock is issuable upon the exercise of such Options is less than the Market Price on the date of issuance ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such rights or optionsBelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options or Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time If after the date hereof Date of Issuance the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options (other than pursuant to a Permitted Issuance) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”) (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price then in effect, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) Options. No further adjustment of the Exercise Price shall be less than made upon the Conversion Price in effect as actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Securities.

Issuance of Rights or Options. In case at any time If, after the date hereof hereof, the Company shall Corporation in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than Securities")(such warrants, rights and options to ---------------------- purchase Common Stock or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is purchasable or -------- issuable upon the exercise of such rights Options is less than the Conversion Price (as then in effect) on the date of issuance of such Option or options or direct stock grant ("Below Market Options"), then the maximum total number of -------------------- shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting issuance or sale of all such rights or optionsBelow Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of all such rights or optionsbelow Market Options, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesBelow Market Options, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Conversion Price will be made upon the exercise of such rights Below Market Options or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon exercise, conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Below Market Options.

Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Reference Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this Section 6.3, the “price per share for which Common Stock is issuable” shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable shall be made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as of the date of the granting conversion or exchange of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1Convertible Securities.