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 that at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)), without consideration or for a consideration per share less than the Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price determined in accordance with the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = Conversion Price in effect immediately prior to new issue. Q1 = Number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The aggregate consideration received by the Corporation for the shares of Common Stock issued, or deemed to have been issued, in the subject transaction. Q2 = Number of shares of Common Stock issued, or deemed to have been issued, in the subject transaction. provided, that for the purpose of this Subsection 2(e)(iv), all shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common Stock shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that this Corporation, at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)), Section 4 without consideration or for a consideration per share less than the Series D Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing Series D Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined in accordance with by multiplying the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = Series D Conversion Price in effect immediately prior to new issue. Q1 = Number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the shares total number of Additional Share of Common Stock issuedso issued would purchase at such Series D Conversion Price in effect immediately prior to such issuance, or deemed to have been issued, in and the subject transaction. Q2 = Number denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Share of Common Stock so issued, or deemed to have been issued, in the subject transaction. provided, that for For the purpose of this Subsection 2(e)(iv)the above calculation, all the number of shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue shall be deemed calculated on a fully diluted basis, as if all shares of Series D Preferred and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to be outstandingsuch issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, and immediately after of so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to shares of Series D Preferred, Convertible Securities, or outstanding Options, solely as a result of the adjustment of the Series D Conversion Price (or other conversion ratio) resulting from the issuance of the Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in questions.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that this Corporation, at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)), Section 4 without consideration or for a consideration per share less than the Series D Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing Series D Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined in accordance with by multiplying the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = Series D Conversion Price in effect immediately prior to new issue. Q1 = Number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the shares total number of Additional Shares of Common Stock issuedso issued would purchase at such Series D Conversion Price in effect immediately prior to such issuance, or deemed to have been issued, in and the subject transaction. Q2 = Number denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued, or deemed to have been issued, in the subject transaction. provided, that for For the purpose of this Subsection 2(e)(iv)the above calculation, all the number of shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue shall be deemed calculated on a fully diluted basis, as if all shares of Series D Preferred and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to be outstandingsuch issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, and immediately after if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to shares of Series D Preferred, Convertible Securities, or outstanding Options, solely as a result of the adjustment of the Series D Conversion Price (or other conversion ratio) resulting from the issuance of the Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in question.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that this Corporation, at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)), Section 4 without consideration or for a consideration per share less than the Series D Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing Series D Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined in accordance with by multiplying the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = Series D Conversion Price in effect immediately prior to new issue. Q1 = Number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the shares total number of Additional Shares of Common Stock so issued would purchase at such Series D Conversion Price in effect immediately prior to such issuance, and the denominator of which shall be the number of such Additional Shares of Common Stock so issued. For the purpose of the above calculation, or deemed to have been issued, in the subject transaction. Q2 = Number number of shares of Common Stock issued, or deemed to have been issued, in the subject transaction. provided, that for the purpose of this Subsection 2(e)(iv), all shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue shall be deemed calculated on a fully diluted basis, as if all shares of Series D Preferred and all Convertible Securities had been fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to be outstandingshares of Series D Preferred, and immediately after any Convertible Securities, or outstanding Options, solely as a result of the adjustment of the Series D Conversion Price (or other conversion ratio) resulting from the issuance of the Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in question.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that the Corporation shall at any time or from time to time after the Original Issue Date, Date for the Corporation shall Series D Preferred Stock issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)Section 3.4.3), without consideration or for a consideration per share less than the Conversion Price for the Series A Preferred Stock or Series B D Preferred Stock in effect on the date of and immediately prior to such issueissuance or deemed issuance, then and in such event, the then-existing Conversion Price for such affected series of the Series D Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: NCP CP2 = P1Q1 CP1* (A + AC Q1 B) ÷ (A + Q2 whereC) For purposes of the foregoing formula, the following definitions shall apply: NCP = New (a) “CP2” shall mean the Conversion Price. P1 = Price in effect immediately after such issuance or deemed issuance of Additional Shares of Common Stock (b) “CP1” shall mean the Conversion Price in effect immediately prior to new issue. Q1 = Number such issuance or deemed issuance of Additional Shares of Common Stock; (c) “A” shall mean the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The aggregate consideration received by the Corporation for the shares issuance or deemed issuance of Additional Shares of Common Stock issued, or deemed to have been issued, in the subject transaction. Q2 = Number of shares of Common Stock issued, or deemed to have been issued, in the subject transaction. provided, that (treating for the this purpose of this Subsection 2(e)(iv), as outstanding all shares of Common Stock issuable upon conversion exercise of shares of Preferred Stock Options outstanding immediately prior to such issue issuance or deemed issuance or upon conversion or exchange of Convertible Securities (including the Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue); (d) “B” shall be deemed to be outstanding, and immediately after any Additional Shares mean the number of shares of Common Stock are deemed that would have been issued pursuant to Subsection 2(e)(iii), if such Additional Shares of Common Stock had been issued or deemed issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP1); and (e) “C” shall be deemed to be outstanding.mean the number of such Additional Shares of Common Stock issued in such transaction. 3.4.5

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that this Corporation, at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l) but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with in Subsection 2(e)(vi)(l)), Section 4 without consideration or for a consideration per share less than the Series E Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing Series E Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined in accordance with by multiplying the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = Series E Conversion Price in effect immediately prior to new issue. Q1 = Number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the shares total number of Additional Shares of Common Stock issuedso issued would purchase at such Series E Conversion Price in effect immediately prior to such issuance, or deemed to have been issued, in and the subject transaction. Q2 = Number denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued, or deemed to have been issued, in the subject transaction. provided, that for For the purpose of this Subsection 2(e)(iv)the above calculation, all the number of shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue shall be deemed calculated on a fully diluted basis, as if all shares of Series E Preferred and all Convertible Securities had been fully converted into shares of Common Stock immediately prior to be outstandingsuch issuance and any outstanding Options had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, and immediately after if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to shares of Series E Preferred, Convertible Securities, or outstanding Options, solely as a result of the adjustment of the Series E Conversion Price (or other conversion ratio) resulting from the issuance of the Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common Stock shall be deemed to be outstandingcausing the adjustment in question.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that the Corporation shall at any time or from time to time after the Original Issue Date, the Corporation shall Date issue Additional Shares of Common Stock (including, without limitation, including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(l4(d) (iii), but excluding Additional Shares of Common Stock deemed to be shares issued pursuant to Subsection 2(e)(iii)(2), which event is dealt with as a stock split or combination as provided in Subsection 2(e)(vi)(l4(e) or upon a dividend or distribution as provided in Subsection 4(f)), without consideration or for a consideration per share less than the applicable Conversion Price for Series A Preferred Stock or Series B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the then-existing event such Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined in accordance with the following formula: NCP = P1Q1 + AC Q1 + Q2 where: NCP = New Conversion Price. P1 = by multiplying such Conversion Price in effect immediately prior to new issue. Q1 = Number by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue. AC = The issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Corporation for the shares total number of Additional Shares of Common Stock issued, or deemed to have been issued, in so issued would purchase at such Conversion Price; and (B) the subject transaction. Q2 = Number denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued; PROVIDED THAT, or deemed to have been issued, in the subject transaction. provided, that (i) for the purpose of this Subsection 2(e)(iv4(d)(iv), all shares of Common Stock issuable upon exercise or conversion of shares of Preferred Stock Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding, and immediately after (ii) the number of shares of Common Stock deemed issuable upon exercise or conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares that is the subject of Common Stock shall be deemed to be outstandingthis calculation.