Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. If at any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price clause (B) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment in the preceding sentence and (2) the denominator of which is the number of Issuer therefor. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair value of this Warrant immediately after such consideration as determined by the adjustment Board. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at In case the Borrower shall issue or sell any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration at a price per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share (other than any (i) such transaction as to which an adjustment is otherwise provided for in this Section 3, (ii) the issuance of any Common Stock to CMGI, Inc. or any affiliate thereof or (iii) the issuance by the Company to directors, employees, consultants or advisors of the Borrower of shares of Common Stock immediately before such record date Stock, or immediately before the date grant of such sale options or issuanceother rights to purchase or acquire Common Stock, at a price, or exercise price, as the case may be, then no lower the number fair market value of shares of the Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number (as reasonably determined by multiplying (x) the number independent directors of shares the Company in good faith as of Common Stock issuable upon exercise the time of this Warrant immediately prior to such record date issuance or sale or issuance dategrant, as the case may be)), the Conversion Price in effect immediately prior to the close of business on the date immediately preceding such issuance or sale shall be reduced by (y) multiplying such Conversion Price by a fraction (not to be less than one) (i) fraction, the numerator of which shall be equal to is the product sum of (A) the number of shares of Common Stock outstanding (determined at the close of business on a fully-diluted basis) after giving effect to the date immediately preceding such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, to and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) that the aggregate consideration received or to be received by the Issuer price paid for the total number of shares of Common Stock to be subscribed for so issued or purchased, sold or issued. Simultaneously with on such date would purchase at such Current Market Price and the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator denominator of which is the sum of the number of shares of Common Stock issuable upon exercise outstanding at the close of this Warrant business on the date immediately prior to the adjustment in the preceding sentence such issuance or sale and (2) the denominator of which is the number of additional shares of Common Stock issuable so issued or sold. For purposes of this subparagraph, the issuance of rights, options or warrants to purchase the Common Stock or securities exchangeable for Common Stock shall be deemed issuance of Common Stock into which such securities are exercisable at an aggregate price equal to the sum of the aggregate price paid for such securities and the minimum aggregate amount (if any) payable upon exercise or conversion of such options, rights, warrants, or securities for Common Stock, and the date of issuance and sale for purposes hereof shall be the date upon which such options, rights or warrants, were issued or amended. Such adjustment shall be made successively whenever any such event shall occur; provided that no adjustment shall be made upon exercise of this Warrant immediately after any option, right or warrant. If any adjustment is made as the result of the issuance of an option, right, warrant or convertible security and such option, right, warrant or security expires unexercised or unconverted, the Conversion Price shall be readjusted to the price that would have been in effect if no adjustment in the preceding sentencehad been made.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market aggregate Exercise Price per share of Common Stock immediately before for a Whole Unit on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Stock issuable upon exercise of this Warrant Exercise Price shall be adjusted to be that number price determined by multiplying (x) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) dividing (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be an amount equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date issuance, distribution, subscription or sale or issuance date, as the case may be, purchase and (2) the Current Market then existing aggregate Exercise Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and for a Whole Unit plus (B) the aggregate consideration received or to be consideration, if any, received by the Issuer upon such issuance for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to by (xii) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the total number of shares of Common Stock issuable upon exercise outstanding immediately after such issuance, distribution, subscription or purchase; provided, however, this Section 6.03 shall not apply to the issuance of Excluded Securities. Aggregate consideration for purposes of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of Section 6.03 shall be determined as follows: In case any shares of Common Stock issuable upon exercise shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the Issuer therefor, after deduction therefrom of this Warrant immediately after the adjustment any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentencecase of a private placement thereof, finders' fees or commissions paid or allowed by the Issuer in connection therewith. In case any shares of Common Stock shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair value of such consideration as determined by the Board, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the Issuer, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at any time In case the Issuer (i) Company shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase issue shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stockexcluding shares issued (i) and in any of the transactions described in paragraph (a) hereof, (ii) upon conversion or exchange of securities convertible into or exchangeable for Common Stock, including the Warrants, (iii) to the Company's employees under bona fide employee benefit plans adopted by the Company, (iv) upon exercise of rights or warrants issued to the holders of Common Stock, but only if at the time of such issuance the current market price of the Common Stock is greater than or equal to the Warrant Price, (v) issued to acquire, or in connection with the acquisition of, all or any portion of a business as a going concern, whether such acquisition shall be effected by purchase of assets, exchange of securities, merger, consolidation or otherwise, (vi) upon exercise of rights or warrants issued in a firm commitment public offering, with an initial exercise price at least equal to the current market price at the date of issuance or (vii) in a firm commitment public offering), for a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price current market price per share of Common Stock immediately before such record date or immediately before (as defined in paragraph (f) hereof) on the date the Company fixes the offering price of such sale or issuanceadditional shares, as the case may beWarrant Price shall be adjusted immediately prior thereto by multiplying the Warrant Price in effect immediately prior to such issuance by a fraction, then of which the numerator shall be the total number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares plus the number of shares of Common Stock issuable upon exercise which the aggregate consideration received (determined as provided in paragraph (g) hereof) for the issuance of this Warrant such additional shares would purchase at the then current market price per share of Common Stock, and of which the denominator shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the issuance of such additional shares. Such adjustment in the preceding sentenceshall be made successively whenever such an issuance is made.

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 6(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share less than the Closing Fair Market Value Per Share, then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction (which shall in no event be less than one), the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or convertible securities (whether or not then exercisable), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying (x) the issuance of such additional shares of Common Stock, the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale convertible securities (whether or issuance datenot then exercisable), as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock so issued would purchase at the Closing Fair Market Value Per Share. The provisions of this Section 6(a)(iii) shall not apply to be subscribed any issuance of additional shares of Common Stock for or purchased, sold or issuedwhich an adjustment is otherwise provided under Section 6(a)(i) hereof. Simultaneously with No adjustment of the adjustment in the preceding sentence, the Exercise Price Aggregate Number shall be adjusted made under this Section 6(a)(iii) upon the issuance of any additional shares of Common Stock which are issued pursuant to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior in whole or in part or pursuant to the adjustment in the preceding sentence and any other Exempt Issuances, (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after other subscription or purchase rights or (3) the exercise of any conversion or exchange rights in any Convertible Securities, provided that clauses (2) or (3) apply to such exercises only if an adjustment in has previously been made upon the preceding sentenceissuance of such other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 6(a)(iv) or (v) hereof.

Issuance of Common Stock. If at In case the Company shall issue or sell any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration at a price per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share (other than any (i) such transaction as to which an adjustment is otherwise provided for in this Section 5, (ii) the issuance by the Company of Common Stock immediately before such record date to pay interest pursuant to Section 3 hereof or immediately before in satisfaction of Affiliate Obligations, (iii) the date issuance by the Company to directors, employees, consultants or advisors of such sale the Company of shares of Common Stock, or issuancegrant of options or other rights to purchase or acquire Common Stock, at a price, or exercise price, as the case may be, then no lower than the fair market value of the Common Stock (as reasonably determined by the independent directors of the Company in good faith as of the time of issuance or grant, as the case may be), so long as the aggregate number of shares of Common Stock issuable upon exercise of that are so issued or with respect to which an option or other right is so granted under this Warrant shall be adjusted to be that number determined by multiplying clause (xiii) does not exceed 14,500,000 shares or (iv) the number of shares issuance by the Company of Common Stock issuable upon exercise pursuant to the NaviSite Warrants in accordance with their terms as of this Warrant the date hereof), the Conversion Price in effect immediately prior to the close of business on the date immediately preceding such record date issuance or sale or issuance dateshall be reduced by multiplying such Conversion Price by a fraction, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to is the product sum of (A) the number of shares of Common Stock outstanding at the close of business on the date immediately preceding such issuance or sale (determined on a fully-diluted basis) after giving assumed effect to such subscription, purchase, sale or issuance (the conversion of all convertible securities outstanding on the date hereof) to and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) that the aggregate consideration received or to be received by the Issuer price paid for the total number of shares of Common Stock to be subscribed for so issued or purchased, sold or issued. Simultaneously with on such date would purchase at such Current Market Price and the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator denominator of which is the sum of the number of shares of Common Stock issuable upon exercise outstanding at the close of this Warrant business on the date immediately prior preceding such issuance or sale (giving assumed effect to the adjustment in conversion of all convertible securities outstanding on the preceding sentence date hereof) and (2) the denominator of which is the number of additional shares of Common Stock issuable so issued or sold. For purposes of this subparagraph (v), the issuance of rights, options or warrants to purchase Common Stock or securities convertible or exchangeable for Common Stock shall be deemed to be the issuance of the Common Stock into which such securities are exercisable at an aggregate price equal to the sum of the aggregate price paid for such securities and the minimum aggregate amount (if any) payable upon exercise or conversion of such options, rights, warrants or securities for Common Stock, and the date of issuance and sale for purposes hereof shall be the date upon which such options, rights or warrants were issued or amended. Such adjustment shall be made successively whenever any such event shall occur; provided that no adjustment shall be made upon exercise of this Warrant immediately after any option, right or warrant. If an adjustment is made as the result of the issuance of an option, right, warrant or convertible security and such option, right, warrant or security expires unexercised or unconverted, the Conversion Price shall be readjusted to the price that would have been in effect if no such adjustment in the preceding sentencehad been made.

Issuance of Common Stock. If at In case the Company shall issue or sell any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration at a price per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share (other than any (i) such transaction as to which an adjustment is otherwise provided for in this Section 5, (ii) the issuance by the Company of Common Stock immediately before such record date to pay interest pursuant to Section 3 hereof or immediately before in satisfaction of Affiliate Obligations or (iii) the date issuance by the Company to directors, employees, consultants or advisors of such sale the Company of shares of Common Stock, or issuancegrant of options or other rights to purchase or acquire Common Stock, at a price, or exercise price, as the case may be, then no lower than the fair market value of the Common Stock (as reasonably determined by the independent directors of the Company in good faith as of the time of issuance or grant, as the case may be), so long as the aggregate number of shares of Common Stock issuable upon exercise of that are so issued or with respect to which an option or other right is so granted under this Warrant shall be adjusted to be that number determined by multiplying clause (xiii) does not exceed 14,500,000 shares or (iv) the number of shares issuance by the Company of Common Stock issuable upon exercise pursuant to the NaviSite warrants in accordance with their terms as of this Warrant the date hereof the Conversion Price in effect immediately prior to the close of business on the date immediately preceding such record date issuance or sale or issuance dateshall be reduced by multiplying such Conversion Price by a fraction, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to is the product sum of (A) the number of shares of Common Stock outstanding at the close of business on the date immediately preceding such issuance or sale (determined on a fully-diluted basis) after giving assumed effect to such subscription, purchase, sale or issuance (the conversion of all convertible securities outstanding on the date hereof) to and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) that the aggregate consideration received or to be received by the Issuer price paid for the total number of shares of Common Stock to be subscribed for so issued or purchased, sold or issued. Simultaneously with on such date would purchase at such Current Market Price and the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator denominator of which is the sum of the number of shares of Common Stock issuable upon exercise outstanding at the close of this Warrant business on the date immediately prior preceding such issuance or sale (giving assumed effect to the adjustment in conversion of all convertible securities outstanding on the preceding sentence date hereof) and (2) the denominator of which is the number of additional shares of Common Stock issuable so issued or sold. For purposes of this subparagraph (v), the issuance of rights, options or warrants to purchase Common Stock or securities convertible or exchangeable for Common Stock shall be deemed to be the issuance of the Common Stock into which such securities are exercisable at an aggregate price equal to the sum of the aggregate price paid for such securities and the minimum aggregate amount (if any) payable upon exercise or conversion of such options, rights, warrants or securities for Common Stock, and the date of issuance and sale for purposes hereof shall be the date upon which such options, rights or warrants were issued or amended. Such adjustment shall be made successively whenever any such event shall occur; provided that no adjustment shall be made upon exercise of this Warrant immediately after any option, right or warrant. If an adjustment is made as the result of the issuance of an option, right, warrant or convertible security and such option, right, warrant or security expires unexercised or unconverted, the Conversion Price shall be readjusted to the price that would have been in effect if no such adjustment in the preceding sentencehad been made.

Issuance of Common Stock. If In case at any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for issue or purchase sell shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, issuance or sale or issuance is less than the Current Market Price Value per share of Common Stock immediately before such record date or immediately before in effect on the date of such sale issuance or issuance, as the case may besale, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to the date of such record date issuance or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (Ax) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, issuance or sale or issuance (and assuming all such subscription or purchase offers are exercised) and (By) the Current Market Price Value per share of Common Stock determined immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (iiB) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (2) the Current Market Price Value per share of Common Stock determined immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (By) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed issued or sold. Aggregate consideration for or purchased, sold or issued. Simultaneously with the adjustment in purposes of the preceding sentence, the Exercise Price clause (B)(y) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: in case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor (without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith). In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board (without deduction therefrom of this Warrant immediately after the adjustment any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentencecase of a private placement thereof, finders' fees or commissions paid or allowed by the Issuer in connection therewith). In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the Issuer, the amount of consideration therefor shall be deemed to be the fair market value of such portion of the assets of such merged corporation as the Board shall reasonably determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If In case at any time the Issuer (i) shall (A) shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price clause (B) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment in the preceding sentence and (2) the denominator of which is the number of Issuer therefor. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair value of this Warrant immediately after such consideration as determined by the adjustment Board. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 6(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share less than the Fair Market Value Per Share, then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction, the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or convertible securities (whether or not then exercisable), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying (x) the issuance of such additional shares of Common Stock, the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale convertible securities (whether or issuance datenot then exercisable), as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock to be subscribed for or purchased, sold or issuedso issued would purchase at the Fair Market Value Per Share. Simultaneously with The date as of which the adjustment in the preceding sentence, the Exercise Price Fair Market Value Per Share shall be adjusted to computed shall be equal to (x) the Exercise Price immediately prior to earlier of the occurrence date on which the Company shall enter into a firm contract or commitment for the issuance of such event multiplied by (yadditional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The provisions of this Section 6(a)(iii) a fraction shall not apply to any issuance of additional shares of Common Stock for which an adjustment is otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate Number shall be made under this Section 6(a)(iii) upon the issuance of any additional shares of Common Stock which are issued pursuant to (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior in whole or in part or pursuant to the adjustment in the preceding sentence and any other Exempt Issuances, (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after other subscription or purchase rights or (3) the exercise of any conversion or exchange rights in any Convertible Securities; provided that for purposes of clauses (2) or (3) an adjustment in shall previously have been made upon the preceding sentenceissuance of such other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 6(a)(iv) or (v) hereof.

Issuance of Common Stock. If at any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or -13- 14 purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price clause (B) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall 8 be deemed to be the amount payable to the adjustment in the preceding sentence and (2) the denominator of which is the number of Issuer therefor. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair value of this Warrant immediately after such consideration as determined by the adjustment Board. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If (a) If, at any time after the Issuer Closing Date, the Company shall issue or sell (ior, in accordance with Section 4.03(b), shall be deemed to have issued or sold) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stockany issuance for which an adjustment is made pursuant to Section 4.02 or Section 4.05 or no adjustment is required pursuant to Section 4.07(g)) and (ii) the without consideration or for a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Value for the Common Stock immediately before such record date or immediately before determined as of the date of such sale issuance or issuancesale, as then, effective immediately upon such issuance or sale, the case may be, then Exercise Price and the number of shares of Common Stock Note Warrant Shares issuable upon exercise of this each Note Warrant shall be adjusted as follows: (i) The Exercise Price shall be reduced to be that number determined an amount equal to the product obtained by multiplying (xA) the number of shares of Common Stock issuable upon exercise of this Warrant Exercise Price in effect immediately prior to such record date issuance or sale or issuance date, as the case may be, by times (yB) a fraction fraction, (not to be less than one) (iI) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basisFully Diluted Basis) immediately before prior to such record date issuance or sale or issuance date, as the case may be, and times (2) the Current Market Price per share of Value for the Common Stock determined immediately before as of the date of such record date issuance or sale plus (y) the consideration, if any, received by the Company upon such issuance or issuance date, as the case may besale, and (BII) the aggregate consideration received or to denominator of which shall be received by the Issuer for product of (x) the total number of shares of Common Stock to be subscribed for outstanding (on a Fully Diluted Basis) immediately after such issuance or purchased, sold or issued. Simultaneously with sale times (y) such Current Market Value; and (ii) the adjustment in the preceding sentence, the Exercise Price number of Note Warrant Shares issuable upon exercise of such Note Warrant shall be adjusted increased to be equal to the number of shares determined by multiplying (xA) the Exercise Price number of Note Warrant Shares issuable upon exercise of such Note Warrant immediately prior to the occurrence of such event multiplied issuance or sale by (yB) a fraction fraction, (1) the numerator of which is shall be the number of shares of Common Stock issuable upon exercise of this Warrant Exercise Price in effect immediately prior to the adjustment in the preceding sentence clause (i) of this Section 4.03(a), and (2) the denominator of which is shall be the number of shares of Common Stock issuable upon exercise of this Warrant Exercise Price in effect immediately after the adjustment in the preceding sentencesuch adjustment.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price Value per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (Ax) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (By) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (iiB) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (By) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by clause (y) a fraction (1) the numerator of which is the number of shall be determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the Current Market Value of this Warrant immediately such consideration, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the adjustment Issuer in connection therewith. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the Current Market Value of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If In case at any time the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for issue or purchase sell shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, issuance or sale or issuance is less than the Current Market Price Value per share of Common Stock immediately before such record date or immediately before in effect on the date of such sale issuance or issuance, as the case may besale, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to the date of such record date issuance or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (Ax) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, issuance or sale or issuance (and assuming all such subscription or purchase offers are exercised) and (By) the Current Market Price Value per share of Common Stock determined immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (iiB) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (2) the Current Market Price Value per share of Common Stock determined immediately before prior to the date of such record date issuance or sale or issuance date, as the case may be, and (By) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed issued or sold. Aggregate consideration for or purchased, sold or issued. Simultaneously with the adjustment in purposes of the preceding sentence, the Exercise Price clause (B)(y) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: in case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor (without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith). In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board (without deduction therefrom of this Warrant immediately after the adjustment any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentencecase of a private placement thereof, finders' fees or commissions paid or allowed by the Issuer in connection therewith). In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the Issuer, the amount of consideration therefor shall be Warrant Agreement deemed to be the fair market value of such portion of the assets of such merged corporation as the Board shall reasonably determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 7(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share which is the lesser of the Closing Date Value Per Share or the Fair Market Value Per Share (such lesser value, the "Transaction Value Per Share") then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction, the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or convertible securities (whether or not then exercisable), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying (x) the issuance of such additional shares of Common Stock, the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale convertible securities (whether or issuance datenot then exercisable), as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock so issued would purchase at the Transaction Value Per Share. The provisions of this Section 7(a)(iii) shall not apply to be subscribed any issuance of additional shares of Common Stock for or purchased, sold or issuedwhich an adjustment is otherwise provided under Section 7(a)(i) hereof. Simultaneously with No adjustment of the adjustment in the preceding sentence, the Exercise Price Aggregate Number shall be adjusted made under this Section 7(a)(iii) upon the issuance of any additional shares of Common Stock which are issued pursuant to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and whole or in part, (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after other subscription or purchase rights or (3) the exercise of any conversion or exchange rights in any Convertible Securities, provided that for purposes of clauses (2) or (3) an adjustment in shall previously have been made upon the preceding sentenceissuance of such other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 7(a)(iv) or (v) hereof.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price Value per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (Ax) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (By) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (iiB) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (By) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by clause (y) a fraction (1) the numerator of which is the number of shall be determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the Current Market Value of this Warrant immediately such consideration, or if the Current Market Value of such consideration cannot be determined, the consideration received therefor shall be deemed to be the fair market value of such consideration as determined in good faith by the Board, in either case determined after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the adjustment Issuer in connection therewith. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the Current Market Value or fair market value, as applicable, of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at any time after the Issuer (i) Original Issuance Date, GenTek shall (Aexcept as hereinafter provided in this Section 4.01(e)) take a record issue or sell any additional shares of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price Value per share of Common Stock immediately before share, other than, in any such record date case, upon a capital reorganization, reclassification, consolidation or immediately before merger to which Section 4.01(c) applies, then, effective on the date of such sale or issuancespecified below, as the case may be, then the number of shares of Common Stock issuable upon purchasable on the exercise of this each Tranche A Warrant immediately prior to the date of such issuance shall be adjusted to be that number determined by multiplying (xi) the number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant immediately prior to the date of such issuance by (ii) a fraction, (A) the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock, (II) the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants rights or sale convertible securities (whether or issuance date, as the case may be, by not then exercisable) and (y) a fraction (not to be less than one) (iIII) the numerator number of such additional shares of Common Stock so issued and (B) the denominator of which shall be equal to the product sum of (AI) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence issuance of such event multiplied by additional shares of Common Stock, (yII) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to the adjustment in the preceding sentence options, warrants rights or convertible securities (whether or not then exercisable) and (2III) the denominator of which is the number of shares of Common Stock issuable upon which the aggregate consideration for the total number of such additional shares of Common Stock so issued would purchase at the Current Market Value per share. The date as of which the Current Market Value per share shall be computed shall be the earlier of the date on which GenTek shall enter into a firm contract or commitment for the issuance of such additional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately on the date of such issuance. No adjustment of the number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant shall be made under this Warrant immediately after Section 4.01(e) upon the adjustment in the preceding sentence.issuance of any additional shares of Common Stock which are issued pursuant to:

Issuance of Common Stock. If at any time the Issuer (i) Company shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for issue or purchase shares of sell any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series Additional Shares of Common Stock (other than Excluded Stockwhether directly or in connection with a merger, share exchange or otherwise) and (ii) the for a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current greater of $134.43, as adjusted on the same basis as any adjustments required (or that would have been required if the Warrants were then outstanding) to be made to the Exercise Price (as defined in the Warrants) pursuant to Section 3(a) of the Warrants (including without limitation as the result of any adjustment to the Aggregate Number pursuant to Section 3(a)(iv) thereunder) (the "Trigger Price"), and Fair Market Price per share Value Per Share (in each case, determined as of Common Stock immediately before such record date or immediately before the date of issuance of such Additional Shares of Common Stock), the Company shall offer for sale or issuanceto each Equity Holder at a purchase price of $.001 per share, as in proportion to each Equity Holder's holdings of Warrant Shares and Purchased Capital Stock, the case may beopportunity to purchase concurrently with the issuance of such Additional Shares of Common Stock, then the a number of shares of Common Stock issuable upon exercise (which at the option of this Warrant each Equity Holder shall be adjusted shares of either Class A Common Stock or Class B Common Stock) necessary to be that number determined by multiplying (x) make the aggregate number of shares of Common Purchased Capital Stock issuable upon exercise and Warrant Shares (the "Aggregate Number") equal to the product of this Warrant the Aggregate Number in effect immediately prior to such record date or sale or issuance datethereto and a fraction, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to Fully Diluted basis immediately following such subscription, purchase, sale or issuance (and assuming all including the number of such subscription or purchase offers are exercisedAdditional Shares of Common Stock so issued) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price Fully Diluted basis immediately prior to the occurrence issuance of such event multiplied by (y) a fraction (1) the numerator Additional Shares of which is Common Stock plus the number of shares of Common Stock issuable upon exercise which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the greater of the Trigger Price and Fair Market Value Per Share; provided, however, the provisions of this Warrant immediately prior Section 7(a) shall not apply to the adjustment in the preceding sentence and (2) the denominator of which is the number any issuance of shares of Common Stock issuable upon the exercise or conversion of this Warrant immediately after any Options or Convertible Securities, provided that any adjustment required to have been made upon the adjustment in the preceding sentenceissuance of such Options or Convertible Securities pursuant to Section 7(b) shall have been made.

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 6(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share less than the Trigger Price Per Share, then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction, the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or Convertible Securities (whether or not then exercisable), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying (x) the issuance of such additional shares of Common Stock, the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale Convertible Securities (whether or issuance datenot then exercisable), as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock to be subscribed for or purchased, sold or issuedso issued would purchase at the Trigger Price Per Share. Simultaneously with The date as of which the adjustment in the preceding sentence, the Exercise Trigger Price Per Share shall be adjusted to computed shall be equal to (x) the Exercise Price immediately prior to earlier of the occurrence date on which the Company shall enter into a firm contract or commitment for the issuance of such event multiplied by (yadditional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The provisions of this Section 6(a)(iii) a fraction shall not apply to any issuance of additional shares of Common Stock for which an adjustment is otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate Number shall be made under this Section 6(a)(iii) upon the issuance of any additional shares of Common Stock which are issued pursuant to (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior in whole or in part or pursuant to the adjustment in the preceding sentence and any other Exempt Issuances, (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after other subscription or purchase rights or (3) the exercise of any conversion or exchange rights in any Convertible Securities, provided that for purposes of clauses (2) or (3) an adjustment in shall previously have been made upon the preceding sentence.issuance of such other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 6(a)(iv) hereof

Issuance of Common Stock. If at any time after the Issuer (i) Original Issuance Date, GenTek shall (Aexcept as hereinafter provided in this Section 4.01(e)) take a record issue or sell any additional shares of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price Value per share of Common Stock immediately before share, other than, in any such record date case, upon a capital reorganization, reclassification, consolidation or immediately before merger to which Section 4.01(c) applies, then, effective on the date of such sale or issuancespecified below, as the case may be, then the number of shares of Common Stock issuable upon purchasable on the exercise of this each Tranche C Warrant immediately prior to the date of such issuance shall be adjusted to be that number determined by multiplying (xi) the number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant immediately prior to the date of such issuance by (ii) a fraction, (A) the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock, (II) the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants rights or sale convertible securities (whether or issuance date, as the case may be, by not then exercisable) and (y) a fraction (not to be less than one) (iIII) the numerator number of such additional shares of Common Stock so issued and (B) the denominator of which shall be equal to the product sum of (AI) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence issuance of such event multiplied by additional shares of Common Stock, (yII) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to the adjustment in the preceding sentence options, warrants rights or convertible securities (whether or not then exercisable) and (2III) the denominator of which is the number of shares of Common Stock issuable upon which the aggregate consideration for the total number of such additional shares of Common Stock so issued would purchase at the Current Market Value per share. The date as of which the Current Market Value per share shall be computed shall be the earlier of the date on which GenTek shall enter into a firm contract or commitment for the issuance of such additional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately on the date of such issuance. No adjustment of the number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant shall be made under this Warrant immediately after Section 4.01(e) upon the adjustment in the preceding sentence.issuance of any additional shares of Common Stock which are issued pursuant to:

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 6(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share less than the Fair Market Value Per Share, then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction, the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscriptioncalculated on a Fully Diluted basis), purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or other Convertible Securities (but only to the extent that such Convertible Securities are "in the money" and then exercisable but in any event subject to adjustment as provided in Section 6(a)(vii)(F)), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying the issuance of such additional shares of Common Stock (x) calculated on a Fully Diluted basis), the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale or issuance date, as the case may be, by other Convertible Securities (y) a fraction (not to be less than one) (i) the numerator of which shall be equal but only to the product of (A) extent that such Convertible Securities are "in the money" and then exercisable but in any event subject to adjustment as provided in Section 6(a)(vii)(F)), and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock to be subscribed for or purchased, sold or issuedso issued would purchase at the Fair Market Value Per Share. Simultaneously with The date as of which the adjustment in the preceding sentence, the Exercise Price Fair Market Value Per Share shall be adjusted to computed shall be equal to (x) the Exercise Price immediately prior to earlier of the occurrence date on which the Company shall enter into a firm contract or commitment for the issuance of such event multiplied by (y) a fraction (1) the numerator of which is the number of additional shares of Common Stock issuable upon exercise or the date of actual issuance of such additional shares of Common Stock. The provisions of this Warrant immediately prior Section 6(a)(iii) shall not apply to the adjustment in the preceding sentence and (2) the denominator any issuance of which is the number of additional shares of Common Stock issuable for which an adjustment is otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate Number shall be made under this Section 6(a)(iii) upon exercise the issuance of this Warrant immediately after the adjustment in the preceding sentence.any additional shares of Common Stock which are issued pursuant

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Market Price Value per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (iA) the numerator of which shall be equal to the product of (Ax) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (By) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (iiB) the denominator of which shall be equal to the sum of (Ax) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (By) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by clause (y) a fraction (1) the numerator of which is the number of shall be determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or Bechtel Warrant Agreement concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the Current Market Value of this Warrant immediately such consideration, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the adjustment Issuer in connection therewith. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the preceding sentenceIssuer, the amount of consideration therefor shall be deemed to be the Current Market Value of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock.

Issuance of Common Stock. If at any time prior to the full redemption of the Series A Preferred Stock, the Issuer (i) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence.

Issuance of Common Stock. If at any time or from time to time the Issuer Company shall (iexcept as hereinafter provided in this Section 6(a)(iii)) issue or sell any additional shares of Common Stock for a consideration per share less than the Fair Market Value Per Share, then, effective on the date specified below, the Aggregate Number shall be adjusted by multiplying (A) take the Aggregate Number immediately prior thereto by (B) a record fraction, the numerator of which shall be the sum of the holders number of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any outstanding immediately prior to the issuance of such additional shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the consideration per share of Common Stock paid or to be paid upon such subscriptioncalculated on a Fully Diluted basis), purchase, sale or issuance is less than the Current Market Price per share of Common Stock immediately before such record date or immediately before the date of such sale or issuance, as the case may be, then the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant options, warrants, rights or other Convertible Securities (but only to the extent that such Convertible Securities are "in the money" and then exercisable but in any event subject to adjustment as provided in Section 6(a)(vii)(F)), and the number of such additional shares of Common Stock so issued and the denominator of which shall be adjusted the sum of the number of shares of Common Stock outstanding immediately prior to be that number determined by multiplying the issuance of such additional shares of Common Stock (x) calculated on a Fully Diluted basis), the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants, rights or sale or issuance date, as the case may be, by other Convertible Securities (y) a fraction (not to be less than one) (i) the numerator of which shall be equal but only to the product of (A) extent that such Convertible Securities are "in the money" and then exercisable but in any event subject to adjustment as provided in Section 6(a)(vii)(F)), and the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of such additional shares of Common Stock to be subscribed for or purchased, sold or issuedso issued would purchase at the Fair Market Value Per Share. Simultaneously with The date as of which the adjustment in the preceding sentence, the Exercise Price Fair Market Value Per Share shall be adjusted to computed shall be equal to (x) the Exercise Price immediately prior to earlier of the occurrence date on which the Company shall enter into a firm contract or commitment for the issuance of such event multiplied by (yadditional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The provisions of this Section 6(a)(iii) a fraction shall not apply to any issuance of additional shares of Common Stock for which an adjustment is otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate Number shall be made under this Section 6(a)(iii) upon the issuance of any additional shares of Common Stock which are issued pursuant to (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior in whole or in part or pursuant to the adjustment in the preceding sentence and any other Exempt Issuances, (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after other subscription or purchase rights or (3) the exercise of any conversion or exchange rights in any Convertible Securities, provided that for purposes of clauses (2) or (3) an adjustment in shall previously have been made upon the preceding sentenceissuance of such other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 6(a)(iv) or (v) hereof.

Issuance of Common Stock. If In case at any time the Issuer (ii)(A) shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) shall otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) such securities and (ii) the consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale issuance or issuance subscription is less than the Current Fair Market Price Value per share of Common Stock immediately before on such record date or immediately before the date of such sale or issuance, as the case may bedate, then the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit shall be adjusted to be that number determined by multiplying (x) the number of shares of Common Warrant Stock issuable upon exercise of this Warrant comprising a Stock Unit immediately prior to such record date or sale or issuance date, as the case may be, by (y) a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscriptionissuance, purchasedistribution, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Fair Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Fair Market Price Value per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be issued, distributed, subscribed for or purchased, sold or issued. Simultaneously with the adjustment in Aggregate consideration for purposes of the preceding sentence, the Exercise Price clause (B) shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of determined as follows: In case any shares of Common Stock issuable upon exercise of this Warrant immediately prior shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the adjustment Issuer therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the preceding sentence and (2) case of a private placement thereof, finders' fees or commissions paid or allowed by the denominator of which is the number of Issuer in connection therewith. In case any shares of Common Stock issuable upon exercise shall be issued or sold for a consideration other than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair value of this Warrant immediately such consideration as determined by the Board, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith. In case any shares of Common Stock shall be issued in connection with any merger of another corporation into the Issuer, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such shares of Common Stock. The Fair Market Value per share of Common Stock shall in each instance initially be determined by the Issuer in accordance with the provisions of the definition of Fair Market Value in Section 1 hereof. The Issuer shall notify the Holders of such determination. If the holders of a majority in interest of the Warrants disagree with the determination of the Issuer, the Issuer may appoint an Independent Appraiser to determine the Fair Market Value per share of Common Stock and the determination of the Independent Appraiser shall govern for purposes of determining the adjustment in pursuant to this Section. The Issuer shall notify each holder of Warrants of the preceding sentencefinal determination of the Fair Market Value per share of Common Stock. The Issuer shall pay the fees and expenses of the Independent Appraiser.

Issuance of Common Stock. If at any time after the Issuer (i) Original Issuance Date, GenTek shall (Aexcept as hereinafter provided in this Section 4.01(e)) take a record issue or sell any additional shares of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of any class or series of Common Stock or (B) otherwise sell or issue any shares of any class or series of Common Stock (other than Excluded Stock) and (ii) the a consideration per share of Common Stock paid or to be paid upon such subscription, purchase, sale or issuance is less than the Current Market Price Value per share of Common Stock immediately before share, other than, in any such record date case, upon a capital reorganization, reclassification, consolidation or immediately before merger to which Section 4.01(c) applies, then, effective on the date of such sale or issuancespecified below, as the case may be, then the number of shares of Common Stock issuable upon purchasable on the exercise of this each Tranche B Warrant immediately prior to the date of such issuance shall be adjusted to be that number determined by multiplying (xi) the number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant immediately prior to the date of such issuance by (ii) a fraction, (A) the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock, (II) the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to such record date options, warrants rights or sale convertible securities (whether or issuance date, as the case may be, by not then exercisable) and (y) a fraction (not to be less than one) (iIII) the numerator number of such additional shares of Common Stock so issued and (B) the denominator of which shall be equal to the product sum of (AI) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) after giving effect to such subscription, purchase, sale or issuance (and assuming all such subscription or purchase offers are exercised) and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration received or to be received by the Issuer for the total number of shares of Common Stock to be subscribed for or purchased, sold or issued. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence issuance of such event multiplied by additional shares of Common Stock, (yII) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon the conversion or exercise of this Warrant immediately prior to the adjustment in the preceding sentence options, warrants rights or convertible securities (whether or not then exercisable) and (2III) the denominator of which is the number of shares of Common Stock issuable upon which the aggregate consideration for the total number of such additional shares of Common Stock so issued would purchase at the Current Market Value per share. The date as of which the Current Market Value per share shall be computed shall be the earlier of the date on which GenTek shall enter into a firm contract or commitment for the issuance of such additional shares of Common Stock or the date of actual issuance of such additional shares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately on the date of such issuance. No adjustment of the number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant shall be made under this Warrant immediately after Section 4.01(e) upon the adjustment in the preceding sentence.issuance of any additional shares of Common Stock which are issued pursuant to: