Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable (except in connection with the issuance of Excluded Securities):

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a8(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a8(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Original Issuance Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a5(b) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Mandatory Conversion Price and/or Optional Conversion Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the applicable Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a5(b)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 7(a2(f) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, Company but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded SecuritySecurities) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the “Applicable Price”"APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to such issue or sale time (the foregoing a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) (1) the sum of (I) the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus and (II) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (B2) the product derived by multiplying of (I) the Applicable Price multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a2(f)(i), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Closing Date until the Company first date on which no shares of Preferred Stock are outstanding the Corporation issues or sells, or in accordance with this Section 7(a7(c) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyCorporation, but excluding shares of Common Stock deemed to have been issued or sold by the Company Corporation in connection with any Excluded SecurityExempt Issuance) for a consideration per share (the “New Issuance Price”) less than a the lesser of (i) $10.00 and (ii) the Conversion Price then in effect (such price thresholds described in clauses (i) and (ii), collectively, the “Applicable Price”) equal to the Conversion Price in effect immediately prior to , and each such issue issue, sale or sale (the foregoing deemed issuance or sale, a “Dilutive Issuance”), then in issuances and sales conducted for the purpose of raising capital by the Corporation where the aggregate amount of consideration received by the Corporation, together with all prior issuances and sales conducted for the purpose of raising capital by the Corporation on or after the Closing Date that were excluded from this Section 7(c) by this clause, exceeds $500,000, then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a7(c)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to If the provisions of Section 6(a)Company, if and whenever on or after the Subscription Dateat any time while this Debenture is outstanding, the Company issues or sells, or in accordance with this Section 7(a5(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyStock, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) Securities, for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the product of (xA) the Applicable Conversion Price in effect immediately prior to such Dilutive Issuance and (yB) the quotient determined by dividing (A1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B2) the product derived by multiplying (I) the Applicable Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. Notwithstanding the forgoing, in no event shall the number of shares issuable under the Debentures exceed the Share Cap. For purposes of determining the adjusted Conversion Price under this Section 7(a5(a), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject Except with respect to the provisions of Section 6(a)Excluded Securities, if and whenever on or after the Subscription Date, Issuance Date the Company issues or sellssells Common Stock, Options, Convertible Securities, or upon any conversion or Deemed Issuance, or in accordance with this Section 7(asubsections (a) through (f) below is deemed to have issued or sold, any shares of Common Stock (including without limitation the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price. For the avoidance of (x) doubt, if the New Issuance Price is greater than the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying Price, there shall be no adjustment to the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For purposes of determining the adjusted Conversion Price under this Section 7(a)7.1, the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Company publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) is deemed to have been issued or sold sold, by the Company (x) in connection with any Excluded SecuritySecurities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to 120% of the Conversion Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to 120% of the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject Except with respect to Excluded Securities, and except with respect to Common Stock issued pursuant to other promissory notes in existence prior to the provisions date of Section 6(athis Note and that are not subject to any amendment(s) after the date of this Note (“Preexisting Notes”), if and whenever on or after the Subscription Date, Issuance Date the Company issues or sellssells Common Stock, Options, Convertible Securities, or upon any conversion or Deemed Issuance under Section 3 or Section 8 of this Note, or in accordance with this Section 7(asubsections (a) through (e) below is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price. For the avoidance of (x) doubt, if the New Issuance Price is greater than the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying Price, there shall be no adjustment to the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For purposes of determining the adjusted Conversion Price under this Section 7(a)7.1, the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Exchange Agreements Effective Date the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a8(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a8(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription Date, Date the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject to the provisions of Section 6(a), if If and whenever on or after the Subscription DateDate until this Note is fully converted or paid in full, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded SecuritySecurity and excluding a deemed issuance or sale in a transaction for which appropriate adjustments are made under Sections 6(a) or 7(b)) for a consideration per share (the "NEW ISSUANCE PRICE") less than a price (the “Applicable Price”"APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive New Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Subject Except with respect to the provisions of Section 6(a)Excluded Securities, if and whenever on or after the Subscription Date, Issuance Date the Company issues or sellssells Common Stock, Options, Convertible Securities, or upon any conversion or Deemed Issuance, or in accordance with this Section 7(asubsections (a) through below is deemed to have issued or sold, any shares of Common Stock (including without limitation the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued or sold by the Company in connection with any Excluded Securitysold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price. For the avoidance of (x) doubt, if the New Issuance Price is greater than the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying Price, there shall be no adjustment to the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive IssuancePrice. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable (except in connection with the issuance of Excluded Securities):applicable: