Common use of Issuance of Rights or Options Clause in Contracts

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare for purposes of this Section 4. For purposes of the preceding sentence, the "“price per share for which Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If In case at any time after the Corporation date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (), whether or not such warrants, rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is are issuable upon the exercise of such Options" is rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such rights or options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Options (assuming full Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible SecuritiesSecurities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, if applicable)with the effect on the Exercise Price specified in Section 3.2(a) hereof. No Except as provided in Section 3.2(b) hereof, no further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

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

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Option or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall, as of the date of the issuance or grant of such Options, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of all such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Securities (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Market Price in effect on of the date of issuance or grant Common Stock determined as of such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or ------------------------------- grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Antidilution Strike Price in effect on effective immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is will be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus plus, in the case of Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of such Options. Except as otherwise provided in paragraphs (c) and (d) below, no adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues ----------------------------- or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any manner. ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is Shares are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Shares issuable upon the exercise of all such Options shallOptions, as or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is Shares are issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of Common Shares issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at such time for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsOptions ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company grants in any ----------------------------- manner issues or grants any warrants, rights or options, whether options (other than Purchase Rights or not immediately exercisable, a Permitted Issuance) to subscribe for or to purchase Common Stock, Membership Interests or other any securities convertible into or exchangeable for Common Stock Membership Interests (such rights or options being herein called "Options" and such convertible or exchangeable securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share unit for which Common Stock is Membership Interests are issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price Fair Market Value of the Common Membership Interests in effect on the date of issuance or grant of such OptionsOptions are granted, then the total maximum total number of shares units of Common Stock Membership Interests issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareunit. For purposes of the preceding sentencethis paragraph, the "price per share unit for which Common Stock is Membership Interests are issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of units of Common Membership Interests issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock Membership Interests or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Membership Interests upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If In case at any time the Corporation Company shall in any ----------------------------- manner issues or grants grant any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being hereinafter called "Convertible Securities") (), whether or not such warrants, rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the current market price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. For the purposes of calculations under this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting of such rights or granting options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus plus, in the case of such rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issue or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Options Convertible Securities issuable upon the exercise of such rights or options. Except as provided in clause (assuming full conversion iii) of Convertible Securitiesthis subsection (c), if applicable). No no further adjustment to the adjustments of any Exercise Price shall be made upon the actual issuance issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" , or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Adjustment Multiplier, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Corporation, at any time or from time to time after the Date of Issuance, in any ----------------------------- manner issues grants or grants sells (whether directly or by assumption in a merger or otherwise) any warrants, rights or optionsOptions, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price (determined as provided in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding this paragraph and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share in Section 9(c)(5)) for which Common Stock is issuable upon the exercise of such Options" , or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued by the Corporation at the time of the granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 9(a)), at a price per share equal to the quotient determined by dividing (i) the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(a)) of (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full or upon the conversion or exchange of all Convertible SecuritiesSecurities issuable upon the exercise of all such Options. Except as otherwise provided in Section 9(c)(3), if applicable). No no further adjustment to of the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If For purpose of this Section 2, if the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Shares or other any securities convertible into or exchangeable for Common Stock ("Convertible Securities") Shares, other than pursuant to any Nondilutive Event (such warrants, rights and or options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to herein as "OptionsOPTIONS" and such convertible or exchangeable stock or securities referred to herein as "CONVERTIBLE SECURITIES"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares Per Share (as defined below) of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is Shares issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Market Price as of the time of the granting of such Options, THEN (x) the total maximum amount of such Common Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum number of Convertible Securities issuable upon the exercise of such Options will be deemed to be Common Shares issued and sold by the Company, (y) the consideration received pursuant to such Dilutive Event will equal the Price Per Share times the number of Common Shares so deemed issued and sold by the Company and (z) following such Dilutive Event, the number of Common Shares so deemed issued and sold by the Company shall be included in the Common Shares Deemed Outstanding. For purposes of this Section 2D(i), the "PRICE PER SHARE" is will be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Shares issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Shares are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities; PROVIDED, THAT, if such Options expire or lapse without being exercised and/or converted into Common Shares, then the Exercise Price will be readjusted to the Exercise Price which would have been in effect had such expired or lapsed Options not been issued.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than (x) the Market Price of the Common Stock determined as of the time of the granting or sale of such Options or (y) the Exercise Price in effect immediately prior to such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise effective Per Share Warrant Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "“price per share for which Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Per Share Warrant Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options("BELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Corporation company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting the sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have ben issued and sold by the Company at such time for such price per share. For purposes of this paragraph, the "PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON EXERCISE OF SUCH OPTIONS OR UPON CONVERSION OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES" is determined by dividing (xA) the result of (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of all such Options, plus (ii) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Option, plus (iii) in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversation or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If at any time the Corporation Company shall grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (whether or not such warrants, rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 8(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting of such rights or granting options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus plus, in the case of such rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issue or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock Securities issuable upon the exercise of such Options rights or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Optionsoptions.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options("BELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Borrower in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Borrower for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Borrower in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"”), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Conversion Price in effect on the date of issuance or grant of such (“Below Market Options”), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Borrower for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Borrower as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Borrower upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No Except as contemplated hereinbelow, no further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner (except in replacement of or exchange for warrants, rights or options of a target company in a merger or acquisition) issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible CONVERTIBLE Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options("BELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on the date of issuance or grant determined as of such Optionstime or the Market Price of the Common Stock determined as of such time, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If Except for Options granted in ----------------------------- accordance with the Corporation provisions of Section 8(c) above or in accordance with the Company's Rights Agreement dated as of February 26, 2000, if the Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if a liable will as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company shall, at any time after the date hereof, in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights or options being called “Options” and options such convertible or exchangeable stock or securities being called “Convertible Securities”), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Optionsimmediately exercisable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, there shall be no adjustment pursuant to this paragraph (i) with respect to grants of options to employees pursuant to employee benefit plans as in effect on the Closing Date hereof.

Issuance of Rights or Options. If In case at any time after the Corporation ----------------------------- date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Convertible SecuritiesOPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") (whether or not such warrants, rights and options Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred immediately exercisable (where no adjustment as a result of such issuance is made pursuant to as "Options"paragraph 3A(3)), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant upon conversion or exchange of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is Convertible Securities (determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. If the Corporation Parent in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, Option to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- any Additional Shares of Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which any Additional Shares of Common Stock is are issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the Conversion Price shall be adjusted as provided in paragraph 6.2 above on the basis that the total maximum total number of shares Additional Shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Parent for such price per share. For purposes of the preceding sentencethis paragraph 6.3, the "price per share for which Additional Shares of Common Stock is issuable upon the exercise of such Optionsare issuable" is will be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation Parent as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Parent upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Parent upon the issuance or sale of all such Convertible Securities and the conversion or exchange thereof, by (b) the total maximum number of Additional Shares of Common Stock issuable upon the exercise of Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Additional Shares of Common Stock are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Optionsexcept as provided in paragraph 6.5 below.

Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") and (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 4.4(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Base Price in effect on determined as of immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis Section, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Price will be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible Convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such Such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than 20% of the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "“price per share for which Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum Maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

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

Issuance of Rights or Options. If the Corporation Maker in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is Securities are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Securities issuable upon the exercise of all such Options shallOptions, as or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Corporation Maker at the time of the granting or sale of such Option for such price per share. For purposes of the preceding sentencethis Section 8(c)(i), the "“price per share for which Common Stock is Securities are issuable upon the exercise of such Options" Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Maker as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Maker upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Maker upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Securities issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Conversion Price shall be made upon the actual issuance of such Common Securities or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Securities upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"”), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such (“Below Market Options”), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No Except as contemplated hereinbelow, no further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. For the purposes of this Section 2.6(a), the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If In case at any time after the Corporation date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors or employees of the acquired entity in conjunction therewith), whether or not such rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is are issuable upon the exercise of such Options" is rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such rights or options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.rights or options) shall be less than the Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section 3.2.1

Issuance of Rights or Options. If Except for Permitted Issuances, if the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (x1) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (y2) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation shall, at any time after the Filing Date, in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being called "Convertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) (less than the applicable Conversion Price then in effect, whether or not such warrants, rights and options Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Optionsimmediately exercisable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the exercise Conversion Price of all such Options (assuming full conversion a series of Convertible Securities, if applicable). No further adjustment to the Exercise Price Preferred Stock shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

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

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants ------------------------------- any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If For purposes of determining the Corporation adjusted Warrant Price under Section 4(f)(i) hereof, if the Company in any ----------------------------- manner issues grants or grants sells any warrantsrights, rights warrants or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Convertible Securities (as defined below) or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as the "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options (or upon conversion or exchange of any stock or securities (directly or indirectly) convertible or exercisable into or exchangeable for Common Stock (the "Convertible Securities") issuable upon exercise of such Options) is less than the then applicable Exercise greater of (x) the Adjusted Fair Market Value of the Common Stock determined as of the time of the granting or sale of such Options or (y) the Warrant Price in effect on the date of issuance or grant of immediately prior to such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as (or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total minimum amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the aggregate minimum amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock at any time upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable at any time upon the exercise of such Options. No further adjustment of the Warrant Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues issues, grants or grants sells (or otherwise becomes subject to) any warrants, rights or options, whether or not immediately exercisable, Options (including Options to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("acquire Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on Fair Market Value of the date of issuance or grant Common Stock determined as of such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock (collectively "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Set Price in effect on (the date of issuance or grant of such Options so priced, the "Below Set Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Set Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Set Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Set Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Set Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Set Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Set Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Set Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Set Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Set Price Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable lesser of the Market Price of the Common Stock or the Exercise Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is will be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus plus, in the case of Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of such Options. Except as otherwise provided in paragraphs (c) and (d) below, no adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as 5 61 of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company grants in any ----------------------------- manner issues or grants any warrants, rights or options, whether options (other than Purchase Rights or not immediately exercisable, pursuant to a Permitted Issuance) to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (including, without limitation, convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price Fair Market Value of the Common Stock in effect on the date of issuance or grant of such OptionsOptions are granted, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or hereafter grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") (such warrants), rights and except for options to purchase ---------------------- up to 3,500,000 shares of Common Stock granted to directors, officers, employees or Convertible Securities are hereinafter referred to as "Options"), consultants approved by the Board of Directors and (ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 3.4(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If Except as provided in Section 5.K, if at any time after the Corporation Effective Time, the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, shares of Common Stock or any stock or securities immediately convertible into or immediately exchangeable for shares of Common Stock ("Convertible Securities") (such warrants, rights and or options to purchase ---------------------- Common Stock or Convertible Securities are being hereinafter referred to as "“Options"” and such convertible or exchangeable stock or securities being hereinafter referred to as “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which a Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock Share is issuable upon the exercise of such Options" is Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the maximum number of shares of Common Stock issuable upon the full exercise of such Options or upon the full conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options, ) shall be less than the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at Exercise Price in effect immediately prior to the time of the granting of such Convertible Securities first become convertible or exchangeableOptions, by (y) then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of the maximum number of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date such Options were granted and thereafter shall be deemed to be outstanding. Except as otherwise provided in Section 5. B(c), no adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(a) upon the issuance of such Options. If the right to exercise such Options expires without such Options being exercised, the Exercise Price shall be adjusted to reflect that the shares of Common Stock previously issuable upon exercise of the Options are no longer deemed to have been issued.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- ------------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Conversion Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the maximum total number of shares of Common Conversion Stock issuable upon the exercise of all such Options shallOptions, as or upon conversion or exchange of the date maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, will be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis SECTION 5(c)(i), the "price per share for which Common Conversion Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options" is will be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the maximum total number of shares of Common Conversion Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Conversion Price will be made upon the actual issuance of such Conversion Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Conversion Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable issuable, upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share Unit for which Common Stock is Units are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price for any series of Preferred Units in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per shareUnit. For purposes of the preceding sentencethis paragraph, the "price per share Unit for which Common Stock is issuable upon the exercise of such OptionsUnits are issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Units are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, after the date of the closing of the Company's Series C Preferred Stock financing to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If If, after the date hereof, the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such Securities")(such warrants, rights and options to ---------------------- purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is purchasable or ------- issuable upon ------- the exercise of such Options is less than the Conversion Price (as then applicable Exercise Price in effect effect) on the date of issuance or grant of such Option or direct stock grant ("Below Market Options"), then the maximum total number of shares of -------------------- Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price Price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options@ is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights right or options, whether or not immediately exercisable, option to subscribe for or to purchase Common Stock, Shares or any other securities convertible into or exchangeable for Common Stock Shares ("such right or option being herein called an “Option” and such convertible or exchangeable securities being herein called “Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock Shares are issuable upon the exercise of all such Options shall, as Option or upon conversion or exchange of such Convertible Securities is less than the Current Market Value per Common Share in effect immediately prior to the time of the date granting of such Option, then the total maximum number of Common Shares issuable upon the exercise of such Option or upon conversion or exchange of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon exercise of such Option will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "“price per share Share for which Common Stock is issuable upon the exercise of such Options" is Shares are issuable” will be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such OptionsOption, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of such Option, plus in the case of an Option which relates to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (ii) the total maximum number of Common Shares issuable upon the exercise of the Option or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable)Option. No further adjustment to of the Exercise Price shall Warrant Number will be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options Option or when Common Shares are actually issued upon the exercise of such Option or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Dilutive Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") and (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 4.3(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such

Issuance of Rights or Options. If Except for Permitted Issuances, if the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Series A Conversion Price and/or the Series B Conversion Price, as the case may be, in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (x1) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (y2) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series A Conversion Price and/or the Series B Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company shall, at any time after the date hereof, in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights or options being called "Options" and options such convertible or exchangeable stock or securities being called "CONVERTIBLE Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Optionsimmediately exercisable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" , or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section 9(c)(1), the "“price per share for which Common Stock is issuable upon the exercise of such Options" is issuable” shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of all such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options assuming exercise as of the date of issuance of such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at assuming exercise as of the time date of issuance of such Convertible Securities first become convertible or exchangeableSecurities, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- -------------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date Options, or upon conversion or exchange of issuance or grant any Convertible Securities issuable upon exercise of such Options, is less than (a) the Conversion Price in effect immediately prior to the time of the granting or sale of such Options or (b) the Market Price of the Common Stock determined as of such time, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If and whenever on or after the Corporation original date of issuance of this $6.00 Warrant the Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on at the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xI) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yII) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Purchase Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsMeasurement Date ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof (determined in accordance with the calculation method set forth in (b)(ii) below) at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable issuable, upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Warrant Price in effect on the date of issuance or grant of such Options ("Discounted Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Discounted Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Discounted Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Discounted Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Discounted Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Discounted Options, plus, in the case of Convertible Securities issuable upon the exercise of such Discounted Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Discounted Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Warrant Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Discounted Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Discounted Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible CONVERTIBLE Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsOptions ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If the Corporation Company, at any time after the date hereof, in any ----------------------------- manner issues manner, grants (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities convertible into any Options or exchangeable for Common Stock ("Convertible Securities", in each case for consideration per share (determined as provided in this paragraph and in Section 7(a)(viii)) (less than the Exercise Price then in effect, whether or not such warrants, rights and options to purchase ---------------------- Common Stock Options or Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance convertible, or grant of such Optionsexchangeable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such of Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 7(a)(vi), no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise ---------------------- of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which ------- Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of the Exercise Price in effect or the Market Price on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common -------------------- Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.. 112

Issuance of Rights or Options. If the Corporation Borrower in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Class A Common Stock, Stock or other securities convertible into or exchangeable for Class A Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Class A Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Class A Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Option Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Class A Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Borrower for such price per share. For purposes of the preceding sentence, the "“price per share for which Class A Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion exercise or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Class A Common Stock issuable upon the exercise of all such Options (assuming full conversion exercise of Convertible Securities, if applicable). No further adjustment to the Exercise Option Price shall will be made upon the actual issuance of such Class A Common Stock upon the exercise of such Options or upon the conversion exercise or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Conversion Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the maximum total number of shares of Common Conversion Stock issuable upon the exercise of all such Options shallOptions, as or upon conversion or exchange of the date maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, will be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section 5(c)(i), the "price per share for which Common Conversion Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options" is will be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the maximum total number of shares of Common Conversion Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Conversion Price will be made upon the actual issuance of such Conversion Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Conversion Stock upon conversion or exchange of such Convertible Securities.

Issuance of Rights or Options. If In case at any time after the Corporation date ----------------------------- hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (whether or not such warrants, rights and options Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred immediately exercisable (where no adjustment as a result of such issuance is made pursuant to as "Options"paragraph 3A(3)), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant upon conversion or exchange of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is Convertible Securities (determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon tile actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsMeasurement Date ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options. If, in any case, the total number of shares of Common Stock issuable upon exercise of any Below Market Options or upon exercise, conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such option or to exercise, convert or exchange such Convertible Securities shall have expired or terminated, the Conversion Price then in effect will be readjusted to the Conversion Price which would have been in effect at the time of such expiration or termination had such Below Market Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.