WARRANTS,
OPTIONS OR OTHER SECURITIES OR DEBT CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR
SHARES OF COMMON STOCK OR 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
THE EXERCISE PRICE (AS ADJUSTED HEREUNDER TO SUCH DATE) (THE "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
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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, AND (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; PROVIDED, HOWEVER, THAT,
IN THE EVENT OF ANY CHANGE IN THE NUMBER OF SHARES OF COMMON STOCK DELIVERABLE
UPON CONVERSION, EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS, THE
EXERCISE PRICE SHALL BE RECOMPUTED TO REFLECT SUCH CHANGE.
(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) (A) IN RESPECT OF ANY GRANT OF OPTIONS OR RESTRICTED STOCK TO
EMPLOYEES, OFFICERS OR DIRECTORS OF THE