OTHERWISE ENTITLING ANY PERSON TO ACQUIRE SHARES OF
COMMON STOCK (COLLECTIVELY, "COMMON STOCK EQUIVALENTS") AT AN EFFECTIVE NET
PRICE TO THE COMPANY PER SHARE OF COMMON STOCK (THE "EFFECTIVE PRICE") LESS THAN
$6.72 ("ADJUSTMENT PRICE"), THEN THE EXERCISE PRICE SHALL BE REDUCED TO EQUAL
THE PRODUCT OF (A) THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH
ISSUANCE OF COMMON STOCK OR COMMON STOCK EQUIVALENTS TIMES (B) A FRACTION, THE
NUMERATOR OF WHICH IS THE SUM OF (1) THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING IMMEDIATELY PRIOR TO SUCH ISSUANCE, PLUS (2) THE NUMBER OF SHARES OF
COMMON STOCK WHICH THE AGGREGATE EFFECTIVE PRICE OF THE COMMON STOCK ISSUED (OR
DEEMED TO BE ISSUED) WOULD PURCHASE AT THE ADJUSTMENT PRICE, AND THE DENOMINATOR
OF WHICH IS THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING OR DEEMED
TO BE OUTSTANDING IMMEDIATELY AFTER SUCH 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 (NET OF ANY DISCOUNTS, FEES, COMMISSIONS AND OTHER EXPENSES),
DIVIDED BY THE DEEMED NUMBER, (C) NO FURTHER ADJUSTMENT SHALL BE MADE TO THE
EXERCISE PRICE UPON THE ACTUAL ISSUANCE OF COMMON STOCK UPON CONVERSION,
EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS, AND (D) TO THE EXTENT
THAT ANY SUCH COMMON STOCK EQUIVALENTS EXPIRE BEFORE FULLY CONVERTED, EXERCISED
OR EXCHANGED, THE EXERCISE PRICE WILL BE READJUSTED TO REFLECT SUCH EXPIRATION.
(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 IN CONNECTION WITH ANY SUBSEQUENT EXERCISE, THE EFFECTIVE
PRICE WILL BE DETERMINED SEPARATELY ON EACH EXERCISE DATE AND WILL BE DEEMED TO
EQUAL THE LOWEST EFFECTIVE PRICE AT WHICH ANY HOLDER OF SUCH FLOATING PRICE
SECURITY IS ENTITLED TO ACQUIRE COMMON STOCK ON SUCH EXERCISE DATE (REGARDLESS
OF WHETHER ANY SUCH HOLDER ACTUALLY ACQUIRES ANY SHARES ON SUCH DATE).
(III)
NOTWITHSTANDING THE FOREGOING, NO ADJUSTMENT WILL BE MADE UNDER
THIS PARAGRAPH (D) IN RESPECT OF ANY EXCLUDED STOCK.
(E)
NUMBER OF WARRANT SHARES.
SIMULTANEOUSLY WITH ANY ADJUSTMENT TO
THE EXERCISE PRICE PURSUANT TO PARAGRAPHS (A), (B) OR (D) 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