Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Effective Date issue Additional Shares of Common Stock (excluding shares issued as a stock dividend, distribution, subdivision, stock split or combination as provided in Sections 10(a)(i) or (ii) above), without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time shall, after the Effective Date Original Issue Date, issue Additional Shares of Common Stock (excluding shares including Additional Shares of Common Stock deemed to be issued as a stock dividend, distribution, subdivision, stock split or combination as provided in Sections 10(a)(i) or (ii) above)pursuant to Section 6.4.3, without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of of, and immediately prior to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest tenth of a cent) determined by multiplying such the Conversion Price by a fraction, (A) fraction the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basisincluding all shares issuable upon the conversion of shares of Series B Preferred Stock) plus (2) the number of shares of Common Stock which that the aggregate consideration received or to be Aggregate Consideration (as defined in Section 6.4.5 below) received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price in effect prior to such Conversion Priceissue; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basisincluding all shares issuable upon the conversion of shares of Series B Preferred Stock) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation If Borrower shall at any time after the Effective Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 2.5(c), but excluding shares issued as a stock dividend, distribution, subdivision, dividend or distribution or upon a stock split or combination as provided in Sections 10(a)(i) or (ii) aboveSection 2.4(c)), without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, issue to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (Ai) the numerator of which shall be (1A) the number of shares of Common Stock outstanding immediately prior to after such issue (on an As-Converted Basis) plus (2B) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion PriceRate; and (Bii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to after such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issuedissue.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Effective Series C Original Issue Date issue Additional Shares of Common Stock (excluding shares including Additional Shares of Common Stock deemed to be issued as a stock dividend, distribution, subdivision, stock split or combination as provided in Sections 10(a)(i) or (ii) abovepursuant to Subsection 3.9.4(d)(iii)), without consideration or for a consideration per share less than the applicable Series C Conversion Price in effect on the date of and immediately prior to such issue, then and in such eventthe Series C Conversion Price, such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined by multiplying such the Series C Conversion Price Price, by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such the Series C Conversion Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or issued; provided that, for the purpose of this Subsection 3.9.4(d)(iv), all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities (including the Series C Preferred Stock) outstanding immediately prior to such issue shall be deemed to be issuedoutstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In (A) If the event the Corporation Company shall at any time after the Effective Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4(d)(ii), but excluding shares issued as a stock dividend, distribution, subdivision, dividend or distribution as provided in Subsection 4(f) or upon a stock split or combination as provided in Sections 10(a)(iSubsection 4(e) or in respect of which an adjustment is made pursuant to Subsection 4(g), (h) or (ii) abovei)), without consideration consideration, or for a consideration per share less than the applicable Conversion Price in effect Fair Market Value per share of Common Stock on the date of and immediately prior to such issue, then and in such event, such the Conversion Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding outstanding, on a fully diluted basis, immediately prior to such issue (on an As-Converted Basis) issuance plus (2B) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; the Fair Market Value per share of Common Stock and (B) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding outstanding, on a fully diluted basis, immediately prior to such issue issuance plus (on an As-Converted Basis2) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Effective Date issue Additional Shares of Common Stock (excluding shares including Additional Shares of Common Stock deemed to be issued as a stock dividend, distribution, subdivision, stock split or combination as provided in Sections 10(a)(ipursuant to Section C(4)(b)) or (ii) above), after the Original Issue Date without consideration or for a consideration per share less than the applicable Conversion Price for the applicable series of Preferred Stock in effect on the date of and immediately prior to such issue, then then, and in such event, such the Conversion Price for that series of Preferred Stock shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basisincluding shares issuable upon conversion of the outstanding Preferred Stock) plus (2) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basisincluding shares issuable upon conversion of the outstanding Preferred Stock) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation If Borrower shall at any time after the Effective Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 2.5(c), but excluding shares issued as a stock dividend, distribution, subdivision, dividend or distribution or upon a stock split or combination as provided in Sections 10(a)(i) or (ii) aboveSection 2.4(c)), without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, issue to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (Ai) the numerator of which shall be (1A) the number of shares of Common Stock outstanding immediately prior to after such issue (on an As-Converted Basis) plus (2B) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion PriceRate; and (Bii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to after such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.issue. Exhibit B - Pg. 6