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“ Subsequent Equity
Sales . If the Company or any Subsidiary thereof, as
applicable, at any time while this Warrant is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to
reprice, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any
Common Stock or Common Stock Equivalents entitling any Person to
acquire shares of Common Stock, at an effective price per share
less than the then Exercise Price (such lower price, the “
Base Share Price ” and such issuances collectively, a
“ Dilutive Issuance ”) (if the holder of the
Common Stock or Common Stock Equivalents so issued shall at any
time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share which is
less than the Exercise Price, such issuance shall be deemed to have
occurred for less than the Exercise Price on such date of the
Dilutive Issuance), then, the Exercise Price shall be reduced by
(A) as to any Dilutive Issuances that occur on or before the
24-month anniversary of May 28, 2009, the Exercise Price shall
be reduced and only reduced to equal the lower of (i) 120% of
the Base Share Price (“120% Base Share Price”) or
(ii) the Strike Price (as defined below) if the recipient of
the Dilutive Issuance also receiv
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