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

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to the first anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 8(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 (the “New Securities Issuance Price”) 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 (rounded to the nearest cent) equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) 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 or deemed received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the 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. For purposes of determining the adjusted Conversion Price under this Section 8(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to on or after the first anniversary of the Initial Issuance Date, the Company Corporation issues or sells, or in accordance with this Section 8(a7(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 CompanyCorporation, but excluding shares of Common Stock any Excluded Securities (as defined below) 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 Securities Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Current Market Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Current Market Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then then, immediately after following such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of “CP1” below: OB + (AAC / CSP) CP1 = CCP x _________________ OA CCP = the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and OB = the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such Dilutive Issuance plus (II) AC = the consideration, if any, received or deemed received by the Company Corporation upon such Dilutive Issuance, by (2) Issuance CSP = the product derived by multiplying (I) Closing Sale Price of the Conversion Price Common Stock on the date of issuance or sale or deemed issuance or sale of the shares of Common Stock in effect immediately prior to such Dilutive Issuance by (II) OA = 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 8(a7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to on or after the first anniversary of the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 8(a7(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 (the “New Securities Issuance Price”) 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 (rounded to the nearest cent) equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) 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 or deemed received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the 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. For purposes of determining the adjusted Conversion Price under this Section 8(a7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to the first anniversary of the Issuance DateCompany, the Company at any time while this Note is outstanding, issues or sells, or in accordance with this Section 8(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 Stock, Convertible Securities or Options deemed to have been issued or sold by the Company in connection with any Excluded Security) Securities, for a consideration per share (the “New Securities 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, Issuance the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (AX) the Conversion Price in effect immediately prior to such Dilutive Issuance and (BY) the quotient determined by dividing (1) the sum of (Ii) 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 deemed outstanding immediately prior to such Dilutive Issuance plus (IIii) the consideration, if any, received or deemed received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (Ii) the Conversion Price in effect immediately prior to such Dilutive Issuance by (IIii) the number of shares of Common Stock Deemed Outstanding deemed outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 8(a5(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to on or after the first anniversary of the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 8(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”) equal to the Conversion Price in effect immediately prior to such issue or sale time (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuanceissue or sale, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (Ax) the Conversion Price in effect immediately prior to such Dilutive Issuance and (By) the quotient determined by dividing of (1) the sum of (I) the product derived by multiplying of the Conversion Applicable 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 and (II) the consideration, if any, received or deemed received by the Company upon such Dilutive Issuance, divided by (2) the product derived by multiplying of (I) the Conversion Applicable Price in effect immediately prior to such Dilutive Issuance 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 8(a2(f)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to on or after the first anniversary of the Initial Issuance Date, the Company issues or sells, or in accordance with this Section 8(a3(e) 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”) equal to the Conversion Price in effect immediately prior to such issue or sale time (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuanceissue or sale, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (Ax) the Conversion Price in effect immediately prior to such Dilutive Issuance and (By) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying of the Conversion Applicable 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 and (II) the consideration, if any, received or deemed received by the Company upon such Dilutive Issuance, divided by (2) the product derived by multiplying of (I) the Conversion Applicable Price in effect immediately prior to such Dilutive Issuance 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 8(a3(e)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever prior to on or after the first anniversary date of issuance of the Issuance DateNotes, the Company issues or sells, or in accordance with this Section 8(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, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any an Approved Stock Plan (as defined below) or Excluded SecuritySecurities (as defined below) or upon conversion of the Notes or exercise of the Warrants (as defined in the Securities Purchase Agreement)) for a consideration per share (the “New Securities Issuance Price”) less than a price (the “"Applicable Price”") equal to the Conversion Market Price in effect immediately prior to on the date of such issue or sale (the foregoing a “Dilutive Issuance”)sale, then immediately after such Dilutive Issuanceissue or sale, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (Ax) the Conversion Price in effect immediately prior to such Dilutive Issuance issue or sale and (By) the quotient determined by dividing of (1) the sum of (I) the product derived by multiplying of the Conversion Applicable Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such Dilutive Issuance plus issue or sale and (II) the consideration, if any, received or deemed received by the Company upon such Dilutive Issuanceissue or sale, divided by (2) the product derived by multiplying of (I) the Conversion Applicable Price in effect immediately prior to such Dilutive Issuance multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuanceissue or sale. For purposes of determining the adjusted Conversion Price under this Section 8(a2(f)(i), the following shall be applicable: