Common use of Issuance of Rights or Options Clause in Contracts

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Market Price on the date of issuance ("Below Base Price OptionsBELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("Below Base Price OptionsBELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. 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 Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as "Options") Options and the effective price per share for which Common Stock is issuable upon on the exercise of such Options Options, or on conversion or exchange of any Convertible Securities issuable on the exercise of such Options, is less than the Exercise Price ("Below Base Price in effect immediately prior to the time of the granting or sale of such Options"), then the total maximum total number of shares of Common Stock issuable upon on the exercise of all such Below Base Price Options (assuming full exerciseOptions, or on conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant total maximum amount of such Below Base Price Convertible Securities issuable on the exercise of such Options, will be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective price per share for which Common Stock is issuable upon the on exercise of such Below Base Price OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company on the exercise of all such Below Base Price Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon on the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise issuance or sale of such Below Base Price Options, Convertible Securities and the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iib) the total maximum total number of shares of Common Stock issuable on exercise of such Options or on the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable)Options. No further adjustment to of the Exercise Price will be made upon the actual issuance of such Common Stock upon or of such Convertible Securities on the exercise of such Below Base Price Options or upon the exercise, actual issuance of Common Stock on conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If 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 (including, without limitation, the issuance of any notes or other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (including without limitation convertible common stock) (such warrants, rights and or options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") other than a Permitted Issuance, and the effective 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 Exercise Price ("Below Base Price Options")in effect immediately prior to such issuance or sale, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, or upon conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant total maximum amount of such Below Base Price 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Below Base Price Options, plus in the case of such Options which are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise issuance or sale of such Below Base Price Options, Convertible Securities and the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiB) the total maximum total number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable)Options. No further adjustment to of the Exercise Price will shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Capital Shares Equivalent issuable upon exercise of such Below Base Price Options. Notwithstanding the foregoing, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error.

Issuance of Rights or Options. If In case at any time after the 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, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Equivalents (such warrantsconvertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights and or options or the right to purchase Common Stock convert or Common Stock Equivalents exchange any such Convertible Securities are hereinafter referred to as "Options") immediately exercisable, and the effective price per share for which shares of Common Stock is are issuable upon the exercise of such Options is less than the Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable rights or options or upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise Convertible Securities (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Optionsrights or options, or plus, in the case of Common Stock Equivalents issuable upon the exercise of such Below Base Price Optionsrights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the exercise, issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (ii) 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 Below Base Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price Options (assuming full conversion in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock Equivalentsissuable 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, if applicable). No further adjustment to with the effect on the Exercise Price will specified in Section hereof. Except as provided in Section hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options rights or options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, (other than the Purchase Rights covered by Section 3 hereof or a Permitted Issuance) to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (including without limitation convertible common stock) (such warrants, rights and or options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") and the effective 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 Exercise Price Fair Market Value per share of the Common Stock in effect on the earlier of ("Below Base Price Options")x) the announcement of such grant and (y) the date of such grant, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, or upon conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant total maximum amount of such Below Base Price 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Below Base Price Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise issuance or sale of such Below Base Price Options, Convertible Securities and the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiB) the total maximum total number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable)Options. No further adjustment to of the Exercise Price will shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 effective Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such effective price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise or conversion 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Base Share Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("Below Base Price OptionsBELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock or Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Capital Shares Equivalent issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Capital Shares Equivalent issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock or Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.the

Issuance of Rights or Options. If If, after the date hereof, the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") ), and the effective price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting sale of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price below Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If In case at any 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, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Equivalents (such warrants, rights and options to purchase Common Stock convertible or Common Stock Equivalents are hereinafter referred to as exchangeable stock or securities being herein called "OptionsConvertible Securities") whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the effective price per share (the "Option Price") for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable rights or options or upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise Convertible Securities (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Below Base Price 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 Company upon the exercise issue or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable Convertible Securities and 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 Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (ii) 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 Below Base Price Options (assuming full conversion Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Fair Market Value 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 Equivalentsissuable 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 be (as of the date of granting of such rights or options) deemed to be outstanding and to have been issued on the date of such grant for the Option Price per share. Except as otherwise provided in Section 5.3, if applicable). No further no adjustment to of the Exercise Warrant Price will 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 Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. 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 Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as "Options") Options and the effective price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of any Common Stock Equivalents issuable upon exercise of such Options, is less than the Exercise Market Price ("Below Base Price Options")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 Below Base Price Options (assuming full exercise, or upon conversion or exchange of the total maximum amount of such Common Stock Equivalents, if applicable) will, as of Equivalents issuable upon the date of the issuance or grant exercise of such Below Base Price Options, 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 and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective “price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is issuable” shall be determined by dividing (iA) the total amount, if any, received or receivable by the 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 Below Base Price Options, plus in the case of such Options which relate to Common Stock Equivalents, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible and the conversion or exchangeableexchange thereof, by (iiB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made or upon the actual issuance conversion or exchange of all such Common Stock Equivalents issuable upon the exercise of such Below Base Options. No further adjustment of the Exercise Price shall be made when Common Stock Equivalents are actually issued upon the exercise of such Options or when shares of Common Stock are actually issued upon the exercise, exercise of such Options or the conversion or exchange of such Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsEquivalents.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Company Corporation ----------------------------- shall in any manner issues grant (whether directly, by assumption in a merger or grants otherwise) any warrants, options or rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or any stock or securities convertible into or exchangeable for Common Stock Equivalents (such warrants, rights and or options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as being herein called "Options" and such convertible or exchangeable stock or securities being herein called ") Convertible Securities"), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable or upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise Convertible Securities (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Below Base Price Options, plus plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable Convertible Securities and 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 Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (ii) the total maximum total number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Base Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price Options (assuming full conversion in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock Equivalentsissuable 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 for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in clause (iii) below, if applicable). No further no adjustment to the Exercise of such Conversion Price will shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If at any time the 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, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Equivalents (such warrants, rights and options to purchase Common Stock convertible or Common Stock Equivalents are hereinafter referred to as exchangeable stock or securities being herein called "OptionsConvertible Securities") whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon the exercise of such Options is rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 95% of the Exercise Market Price ("Below Base Price Options")in effect immediately prior to the time of the granting of such rights or options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, rights or options or upon conversion or exchange of Common Stock Equivalents, if applicable) will, the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of the issuance or grant granting of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion rights or exchange of Common Stock Equivalents, if applicableoptions) will be deemed to have been received by issued for such price per share, and the CompanyExercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of the preceding sentencethis clause (i), the "effective price per share for which Common Stock is issuable upon the exercise of any such Below Base Price Options" is rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the 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 Below Base Price 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 Company upon the exercise issue or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable Convertible Securities and 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 Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiB) 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 Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock Convertible Securities issuable upon the exercise of such Below Base Price Options rights or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Optionsoptions.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Capital Shares Equivalent issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If In case at any time the Company Corporation shall 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, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock Equivalents (such warrants, rights or options being called “Options” and options such convertible or exchangeable stock or securities being called “Convertible Securities”) whether or not such Options or the right to purchase Common Stock convert or Common Stock Equivalents exchange any such Convertible Securities are hereinafter referred to as "Options") immediately exercisable, and the effective price per share for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable or upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise Convertible Securities (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Below Base Price Options, plus plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issue or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable Convertible Securities and 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 Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (ii) the total maximum total number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Base Convertible Securities issuable upon the exercise of such Options) shall be less than the Series A Conversion Price Options (assuming full conversion in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock Equivalentsissuable 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 for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph 5D(3), if applicable). No further no adjustment to of the Exercise Series A Conversion Price will shall be made upon the actual issuance issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("Below Base Price OptionsBELOW BASE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") ), and the effective price per share share, for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Market Price on the date of issuance ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price in effect on the Measurement Date ("Below Base Price OptionsBELOW EXERCISE PRICE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Exercise Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Exercise Price Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Exercise Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Exercise Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Exercise Price Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Exercise Price 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Exercise Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Exercise Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Exercise Price Options.

Issuance of Rights or Options. If If, after the date hereof, ----------------------------- the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") ), and the effective price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting sale of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If If, after the date hereof, the ----------------------------- 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") ), and the effective price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting sale of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (ix) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise or conversion 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (iiy) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") ), and the effective price per share share, for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Market Price on the date of issuance ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

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

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 Capital Shares or Common Stock Capital Shares Equivalents (such warrants, rights and options to purchase Common Stock Capital Shares or Common Stock Capital Shares Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Capital Shares Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Capital Shares Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Capital Shares Equivalents 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 Common Stock Capital Shares Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Capital Shares Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Capital Shares Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the ----------------------------- 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Base Share Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price on the date of issuance ("Below Base Price OptionsBELOW EXERCISE OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Exercise Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Exercise Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 Exercise Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Exercise Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Exercise Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Exercise Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Exercise Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Exercise Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Exercise Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Market Price on the date of issuance ("Below Base Price OptionsBELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If 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 (including, without limitation, the issuance of any notes or other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (including without limitation convertible common stock) (such warrants, rights and or options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as being herein called "Options" and such convertible or exchangeable stock or securities being herein called ") Convertible Securities" other than a Permitted Issuance, and the effective 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 Exercise Warrant Price ("Below Base Price Options")in effect immediately prior to such issuance or sale, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, or upon conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant total maximum amount of such Below Base Price 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Below Base Price Options, plus in the case of such Options which are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise issuance or sale of such Below Base Price Options, Convertible Securities and the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiB) the total maximum total number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable)Options. No further adjustment to of the Exercise Warrant Price will shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents including, without limitation, shares of Class B common stock ("Convertible Securities") ---------------------- (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Market Price on the date of issuance ("Below Base Price Market Options"), then the -------------------- maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the Company 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 exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Conversion Price in effect on the Measurement Date of such securities ("Below Base Conversion Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Conversion Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Conversion Price Options, be deemed to be outstanding and to have been issued and sold by the Company Corporation for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Conversion Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of all such Below Base Conversion Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of all such Below Base Conversion Price Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Conversion Price 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 Article VIII.F(ii)(b)(2) below) at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Conversion Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Conversion Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Conversion Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 either the Market Price or the Exercise Price in effect on the Measurement Date ("Below Base Price OptionsBELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price Price(s) will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base 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 Exercise Price Optionsthen in effect will be readjusted to the Exercise 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.

Issuance of Rights or Options. If the Company in any manner issues or grants grants, or issued or granted, any warrants, rights or optionsoptions at any time during the Adjustment Period, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Market Price in effect on the Measurement Date ("Below Base Price Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 Market Options" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (iiB) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base 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 Exercise Price Optionsthen in effect will be readjusted to the Exercise 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.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, if applicable) will be deemed to have been received by the Company. For purposes of this Section 11(b), the preceding sentence, Consideration and the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Capital Shares Equivalent issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Company Holdings in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Holdings Common Stock or other securities exercisable, convertible into or exchangeable for Holdings Common Stock Equivalents (“Convertible Securities”) (such warrants, rights and options to purchase Holdings Common Stock or Common Stock Equivalents Convertible Securities are hereinafter referred to as "“Options"”) and the effective price per share for which Holdings Common Stock is issuable upon the exercise of such Options is less than the Exercise Agreed Upon Price ("“Below Base Price Options"”), then the maximum total number of shares of Holdings Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company Holdings for such price per share and the maximum consideration payable to the Company Holdings upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will be deemed to have been received by the CompanyHoldings. For purposes of the preceding sentence, the "“effective price per share for which Holdings Common Stock is issuable upon the exercise of such Below Base Price Options" ” is determined by dividing (i) the total amount, if any, received or receivable by the Company Holdings 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 Company Holdings upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise or conversion 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Holdings Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Agreed Upon Price will be made upon the actual issuance of such Holdings Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Set Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Set Price 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 Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("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 committee of independent directors of the Company) (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Average Market Price on the date of issuance ("Below Base Price Market Options"), then the maximum total number of shares of ------------------- Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Base Price Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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" Market Options is determined by dividing (iI) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Market Options, plus, in the case of Common Stock Equivalents Convertible Securities issuable upon the exercise of such Below Base Price Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Market Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Market Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Market Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If 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 (including, without limitation, the issuance of any notes or other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (including without limitation convertible common stock) (such warrants, rights and or options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") other than a Permitted Issuance, and the effective 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 Exercise Price ("Below Base Price Options")in effect immediately prior to such issuance or sale, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, or upon conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant total maximum amount of such Below Base Price 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. For purposes of the preceding sentencethis paragraph, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price 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 for Convertible Securities, the minimum aggregate amount of 5 133 additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise issuance or sale of such Below Base Price Options, Convertible Securities and the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiB) the total maximum total number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable)Options. No further adjustment to of the Exercise Price will shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Below Base Price Options or upon the exercise, actual issuance of such Common Stock upon conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Per Share Exercise Price ("“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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 Capital Shares or Common Stock Capital Shares Equivalents (such warrants, rights and options to purchase Common Stock Capital Shares or Common Stock Capital Shares Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Capital Shares Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Capital Shares Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Capital Shares Equivalents 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 Common Stock Capital Shares Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Capital Shares Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Capital Shares Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 Ordinary Shares or Common Stock Equivalents Convertible Securities (such warrants, rights and options to purchase Common Stock Ordinary Shares or Common Stock Equivalents Convertible Securities are hereinafter referred to as "Options") and the effective price per share for which Common Stock is Ordinary Shares are issuable upon the exercise of such Options is less than the Exercise then Set Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock Ordinary Shares issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Ordinary Shares are issuable upon the exercise of such Below Base Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock Ordinary Shares issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock Ordinary Shares upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If ----------------------------- the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Companyshare. 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 (iA) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (iiB) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If In case at any time the Company Maker 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, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Equivalents (such warrantsrights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable or upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise Convertible Securities (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (ix) the total amount, if any, received or receivable by the Company Maker as consideration for the issuance or granting of all such Below Base Price 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 aggregate amount of additional consideration, if any, payable to the Company upon the exercise issue or sale of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable Convertible Securities and 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 Common Stock Equivalents first become exercisable, convertible or exchangeablethereof, by (iiy) the total maximum total number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Base Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price Options (assuming full conversion in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock Equivalentsissuable 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 for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in sub-paragraph (iii) of this paragraph (b), if applicable). No further no adjustment to of the Exercise Conversion Price will shall be made upon the actual issuance issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price OptionsConvertible Securities.

Issuance of Rights or Options. If the 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 or other securities exercisable, convertible into or exchangeable for Common Stock Equivalents ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsConvertible 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsConvertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents Convertible Securities issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the 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 or Common Stock Equivalents Capital Shares Equivalent (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents Capital Shares Equivalent 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 Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock EquivalentsCapital Shares Equivalent, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents Capital Shares Equivalent 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 Common Stock Equivalents Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock EquivalentsCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.Price

Issuance of Rights or Options. If the 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 effective Exercise Price ("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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company for such effective price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 (i) the total amount, if any, received or receivable by the 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 Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

Issuance of Rights or Options. If the Company 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 or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents 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 Exercise then effective Conversion Price ("“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 (assuming full exercise, conversion or exchange of Common Stock Equivalents, 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 Company Borrower for such effective price per share and the maximum consideration payable to the Company Borrower upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the CompanyBorrower. 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 (i) the total amount, if any, received or receivable by the Company Borrower 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 Company Borrower upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents 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 Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Conversion Price 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 Common Stock Equivalents issuable upon exercise of such Below Base Price Options.