Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any (i) Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or (ii) any warrants or other rights to subscribe for or to purchase purchase, or any options for the purchase of of, its Common Stock or any such convertible securities Common Stock Equivalents (other than (v) issuance of the Debentures or the Warrants or Warrants of like tenor issued in connection with the issuance of the Debentures or of shares of Common Stock upon conversion or options exercise thereof, (w) securities issued or which may be issued pursuant to Company employee, officer, director or consultant stock or option or similar equity-based compensation plans now or hereafter established, (x) contingent shares which may be issued by the Company's employee Company pursuant to its agreement under which it acquired Stellar Bio Systems, Inc., (y) securities issued in connection with business acquisitions, joint ventures, licensing arrangements and other non-capital raising purposes or director option plans or (z) shares issued upon exercise of Common Stock Equivalents, options, warrants or rights outstanding on the date of the Agreement and listed reflected in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or saleeffect, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed shares then issuable pursuant to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Price and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed shares then issuable pursuant to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(fSection 5(e), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is (i) less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or salesale OR (ii) less than the Purchase Price IF AND ONLY IF the Notes have not been prepaid in full within three (3) months of the Closing Date, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at (A) such fair market value or Purchase Price, as the case may be, then in effect; effect (if CLAUSE (I) above applies), or (B) the Purchase Price (if CLAUSE (II) above applies), and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In Notwithstanding the event foregoing provisions of any such this SECTION 5(F), CLAUSE (I) of this SECTION 5(F) shall not apply if the requirements of CLAUSE (II) of this SECTION 5(F) are met. The foregoing price adjustment shall not apply to the issuance for a consideration of shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued to any employee, officer, director or consultant of the Company pursuant to the Company's employee any stock or director option or similar equity-based compensation plans or otherwise now or hereafter established or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act ReportsSEC Documents) at an effective purchase price per share which is less than ninety percent (90%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day Trading Day next preceding such issue or salesale (as the case may be), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplicationlimitation, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the DebenturesAgreement) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just prior to such adjustmentsadjustment. Notwithstanding anything else contained in this warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Preferred Stock or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans listed in the SEC Reports or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act SEC Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or and less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures Preferred Stock and Warrants; provided, however, there shall be no reduction of the Purchase Price for such issuances or sales at any time from January 2, 1997 through the term of this Warrant in an aggregate (i.e., not per transaction) amount of up to $5,000,000 provided that such issuance or sale is completed at an effective purchase price per share of at least 85% of the fair market value of the Common Stock on the trading day next preceding such issue or sale. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder purchunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph pased herearagraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants of or to the Company pursuant to the Company's employee stock option or director option stock purchase plans as in effect on the date of execution and delivery of this Warrant, or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reportssuch date) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock Fair Market Value on the trading day next preceding such issue or salesale (or if the Common Stock is not then traded, the next preceding Business Day), then and in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect immediately prior to such issue or sale by a fraction, (x) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to such issue or sale, assuming the issuance of all shares of Common Stock then issuable upon exercise of all outstanding options, warrants or other rights to subscribe for or purchase Common Stock, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants all outstanding Warrants, plus (2ii) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, Fair Market Value then in effect; , and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding on a fully-diluted basis immediately after such issue or sale sale, assuming the issuance of all shares of Common Stock then issuable upon exercise of all outstanding options, warrants or other rights to subscribe for or purchase Common Stock, including, without duplication, those deemed to have been issued under any provision of the Debentures and all outstanding Warrants. For purposes The foregoing price adjustment shall not apply to the issuance of the foregoing fraction, shares of Common Stock which may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding shall include, without limitation, any Equity Offerings (as defined in on the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event date of any such issuance for a consideration which is less than such fair market value execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(fSection 6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock Shares or securities which are convertible into or exchangeable for its Common Stock Shares or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock Shares or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise not to exceed the aggregate of options(i) the number of Common Shares issuable pursuant to such options on the date hereof, warrants or rights and (ii) 10% of the Common Shares outstanding on the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) closing trading price of the Common Stock Shares on the Principal Market on the trading day next preceding such issue or salesale ("Fair Market Value"), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Shares outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants this Warrant plus (2) the number of shares of Common Stock Shares which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effectFair Market Value; and (y) the denominator of which shall be the number of shares of Common Stock of the Company Shares outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, Common Shares ("Convertible Securities"), the maximum number of Common Shares issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Shares upon exercise, exchange or conversion of such Convertible Securities. If any of the convertible securities, warrants, option or other rights to subscribe for or to purchase or exchange for Common Shares are issued or granted but expire without being converted or exercised, then such rights shall revert and be calculated back to the Company; provided, that any such recalculation shall not effect any prior exercises of this Warrant.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Debentures or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock Shares or securities which are convertible into or exchangeable for its Common Stock Shares or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock Shares or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise not to exceed the aggregate of options(i) the number of Common Shares issuable pursuant to such options on the date hereof, warrants or rights and (ii) 10% of the Common Shares outstanding on the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) closing trading price of the Common Stock Shares on the Principal Market on the trading day next preceding such issue or salesale ("Fair Market Value"), then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Shares outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants this Warrant plus (2) the number of shares of Common Stock Shares which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effectFair Market Value; and (y) the denominator of which shall be the number of shares of Common Stock of the Company Shares outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. For the purposes of the forgoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, Common Shares ("Convertible Securities"), the maximum number of Common Shares issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Shares upon exercise, exchange or conversion of such Convertible Securities. If any of the convertible securities, warrants, option or other rights to subscribe for or to purchase or exchange for Common Shares are issued or granted but expire without being converted or exercised, then such rights shall revert and be calculated back to the Company; provided, that any such recalculation shall not effect any prior exercises of this Warrant.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) shares or options issued or which may be issued to employees, directors or consultants, or pursuant to the Company's employee or director option plans or plans, (ii) shares issued upon exercise of warrants issued prior to the date hereof to Xxxx Xxxxxxx Mutual Life Insurance Co. and its affiliates, Xxxx Xxxx and the holders of the Series A Preferred Stock, (iii) shares issued upon exercise of warrants issued prior to the date hereof in conjunction with the Company's issuance of Series B Preferred Stock and equity awards and options to WorldCom Network Services, Inc., and (iv) shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in any of the Company's reports filed under the Exchange Act Reportsduring the previous 12 months) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Fair Market Value or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there PROVIDED that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f6(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such Fair Market Value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that the Company at any --------------------------- time after the date hereof issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securitiesStock, or any warrants or other rights to subscribe for or to purchase purchase, or any options for the purchase of of, its Common Stock or any such convertible or exchangeable securities (other than in connection with a public offering, the Preferred Stock, the warrants to be issued by the Company in conjunction with the Preferred Stock, shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights rights, or upon exercise, conversion or exchange of securities convertible into or exercisable or exchangeable for other securities of the Company, whether now or hereafter outstanding, or pursuant to the terms of the Preferred Stock outstanding on the date of the Subscription Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) value, whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus ---- (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares securities would purchase at such fair market value or Purchase Price, as the case may be, then in effect, plus ---- (3) the number of shares of Common Stock issuable upon exercise, conversion or exchange of all of the Company's then outstanding convertible securities which are, as of the time of the new issuance, convertible or exchangeable into the Company's Common Stock; and (y) the denominator of which shall be the sum of (1) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale includingplus (2) the number of shares of Common Stock issuable ---- upon exercise, without duplication, those deemed to have been issued under any provision conversion or exchange of all of the Debentures and Warrants. For purposes Company's then outstanding convertible securities which are, as of the foregoing fractiontime of the new issuance, convertible or exchangeable into the Company's Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determinedStock. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number For the purposes of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph Section 5(f), so that after such adjustments the "aggregate Purchase Price payable hereunder consideration received by the company" is equal to the total amount, if any, received or receivable by the Company as consideration for the increased number issuance or sale of shares shall be all such securities, plus the same as minimum aggregate amount of additional consideration, if any, payable to the aggregate Purchase Price in effect just prior to Company upon the exercise, conversion or exchange thereof at the time such adjustmentssecurities first become exercisable, convertible or exchangeable.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove herein above defined) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) ), whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrants, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company ------------------------- issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of the Company's 5% Convertible Debentures due 2002 (the "Debentures") or of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to the Company's employee employee, officer, director, or director consultant stock or option or similar equity-based compensations plans now or hereafter established or shares issued used upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act ReportsSEC Documents) at an effective purchase price per share which is less than ninety-five (95%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrant plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the DebenturesAgreement) then outstanding, outstanding whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustmentsadjustment. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) ), whichever is lower, of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants Warrants, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued (i) pursuant to the Company's employee or director option plans or shares issued plans, (ii) upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act ReportsAct, (iii) as compensation in connection with arrangements with consultants and promoters of the Common Stock and (iv) as performance-related compensation to individuals that are employees of entities that have been acquired by or merged into the Company, pursuant to "earn out" provisions of the acquisition or merger agreements pursuant to which the Company acquired such entities) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued to employees, directors or consultants pursuant to the Company's employee stock option or director option stock purchase plans as of the date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; , and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that within twelve (12) months of the Closing Date the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's current employee or director option plans or stock purchase plans, at prices consistent with past practice, or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in Section 2(c) of the Exchange Act ReportsCompany's Disclosure Schedule) at an effective purchase price per share which is less than the greater of the Purchase Price then in effect or the fair market value (as hereinabove defineddefined in Section 3(b) above) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or or, Purchase Price, Price as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrantssale. For the purposes of the foregoing fractionadjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock outstanding ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall include, without limitation, any Equity Offerings (as defined in the Debentures) then be deemed to be outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there provided that no further adjustment shall be only one such adjustment by reason made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidConvertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of shares of Common Stock upon conversion thereof, shares or options issued or which may be issued pursuant to employees, directors or consultants as of the Company's employee or director option plans date hereof or shares issued upon exercise of options, warrants or rights outstanding on as of the date of the Agreement and listed in the Exchange Act Reportshereof) at an effective purchase price per share which is less than the Purchase Price then in effect or and more than fifteen percent (15%) less than the fair market value (as hereinabove defined) of the Common Stock on the trading day Trading Day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) equity offerings then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In The foregoing price adjustment shall not apply to the event issuance of any such issuance for a consideration shares of Common Stock which is less than such fair market value may be issued upon exercise of options under the Company's employee or director stock option plans, upon the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants, or other rights, which options, convertible or exchangeable securities, warrants or other rights are outstanding on the date of execution and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason delivery of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaidthis Warrant. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect just immediately prior to such adjustments. Notwithstanding anything else contained in this Warrant to the contrary, there shall be no adjustment of the Purchase Price or the number of shares of Common Stock issuable pursuant to the exercise of this Warrant in the event that during the term of this Warrant, the Company issues shares of Common Stock, or securities convertible into Common Stock to the Purchaser.

Purchase Price Adjustment. In the event that the Company issues ------------------------- or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than issuance of Debentures or of shares or options of Common Stock upon conversion thereof, securities issued or which may be issued pursuant to the Company's employee employee, officer, director or director consultant stock or option or similar equity-based compensation plans now or hereafter established or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than ninety-five percent (95%) of the Purchase Price then in effect or the fair market value Fair Market Value (as hereinabove definedincluding any applicable underwriting discounts and/or commissions) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; Fair Market Value and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 5(f), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.