DEDUCTING FEES, COMMISSIONS
AND OTHER EXPENSES RELATED TO SUCH ISSUANCE) (THE "EFFECTIVE PRICE") LESS THAN
THE CONVERSION PRICE (AS DEFINED IN THE NOTES) (AS ADJUSTED TO SUCH DATE) (A
"PROHIBITED ISSUANCE").
FOR PURPOSES OF THIS PARAGRAPH, IN CONNECTION WITH ANY
ISSUANCE OF ANY COMMON STOCK EQUIVALENTS, (A) THE MAXIMUM NUMBER OF SHARES OF
COMMON STOCK POTENTIALLY ISSUABLE AT ANY TIME UPON CONVERSION, EXERCISE OR
EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS (THE "DEEMED NUMBER") SHALL BE DEEMED
TO BE OUTSTANDING UPON ISSUANCE OF SUCH COMMON STOCK EQUIVALENTS, (B) THE
EFFECTIVE PRICE APPLICABLE TO SUCH COMMON STOCK SHALL EQUAL THE MINIMUM DOLLAR
VALUE OF CONSIDERATION PAYABLE TO THE COMPANY TO PURCHASE SUCH COMMON STOCK
EQUIVALENTS AND TO CONVERT, EXERCISE OR EXCHANGE THEM INTO COMMON STOCK (PRIOR
TO DEDUCTING ANY FEES, COMMISSIONS AND OTHER EXPENSES RELATED THERETO), DIVIDED
BY THE DEEMED NUMBER, AND (C) THE ACTUAL ISSUANCE OF COMMON STOCK UPON
CONVERSION, EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS SHALL NOT BE
SUBJECT AGAIN TO THIS SECTION 9(D)(I).
(II)
IF, AT ANY TIME WHILE THIS WARRANT IS OUTSTANDING, THE COMPANY OR
ANY SUBSIDIARY ISSUES COMMON STOCK EQUIVALENTS WITH AN EFFECTIVE PRICE OR A
NUMBER OF UNDERLYING SHARES THAT FLOATS OR RESETS OR OTHERWISE VARIES OR IS
SUBJECT TO ADJUSTMENT BASED (DIRECTLY OR INDIRECTLY) ON MARKET PRICES OF THE
COMMON STOCK (A "FLOATING PRICE SECURITY"), THEN FOR PURPOSES OF APPLYING THE
PRECEDING PARAGRAPH, WHETHER SECTION 9(D)(I) HAS BEEN VIOLATED WILL BE
DETERMINED SEPARATELY EACH TIME SUCH ADJUSTMENT OCCURS.
(III)
IN THE EVENT THE COMPANY BREACHES SECTION 9(D)(I), THEN AT THE
REQUEST OF THE HOLDER DELIVERED TO THE COMPANY IN WRITING BEFORE THE 45TH DAY
AFTER SUCH PROHIBITED ISSUANCE, THE COMPANY (OR ANY SUCH SUCCESSOR OR SURVIVING
ENTITY) WILL PURCHASE THIS WARRANT FROM THE HOLDER FOR A PURCHASE PRICE, PAYABLE
IN CASH WITHIN FIVE TRADING DAYS AFTER SUCH REQUEST, EQUAL TO THE BLACK-SCHOLES
VALUE OF THE REMAINING UNEXERCISED PORTION OF THIS WARRANT ON THE DATE OF SUCH
REQUEST.
(IV)
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE PERMITTED TO
ISSUE EXCLUDED STOCK.
(E)
NUMBER OF WARRANT SHARES.
SIMULTANEOUSLY WITH ANY ADJUSTMENT TO
THE EXERCISE PRICE PURSUANT TO PARAGRAPHS (A) OR (B) OF THIS SECTION, THE NUMBER
OF WARRANT SHARES THAT MAY BE PURCHASED UPON EXERCISE OF THIS WARRANT SHALL BE
INCREASED OR DECREASED PROPORTIONATELY, SO THAT AFTER SUCH ADJUSTMENT THE
AGGREGATE EXERCISE PRICE PAYABLE HEREUNDER FOR THE INCREASED OR DECREASED NUMBER
OF WARRANT SHARES SHALL BE THE SAME AS THE AGGREGATE EXERCISE PRICE IN EFFECT
IMMEDIATELY PRIOR TO SUCH ADJUSTMENT.
(F)
CALCULATIONS.
ALL CALCULATIONS UNDER THIS SECTION 9 SHALL BE
MADE TO THE NEAREST CENT OR THE NEAREST 1/100TH OF A SHARE, AS APPLICABLE.
THE
NUMBER OF SHARES OF COMMON
7
STOCK OUTSTANDING AT ANY GIVEN TIME SHALL NOT INCLUDE SHARES OWNED OR HELD BY OR
FOR THE ACCOUNT OF THE COMPANY, AND THE DISPOSITION OF ANY SUCH SHARES SHALL BE
CONSIDERED AN ISSUE OR SALE OF COMMON STOCK.
(G)
NOTICE OF ADJUSTMENTS.
UPON THE OCCURRENCE OF EACH ADJUSTMENT
PURSUANT TO THIS SECTION 9,