Common use of Adjustment of Exercise Price upon Certain Issuances of Common Stock Clause in Contracts

Adjustment of Exercise Price upon Certain Issuances of Common Stock. In the event that the Company (A) issues Common Stock, whether upon the exercise of rights, warrants, securities convertible or exercisable into Common Stock ("Convertible Securities")or otherwise, at a price per share that is lower than the Exercise Price then in effect, or (B) issues Convertible Securities with a conversion price, exercise price or exchange ratio, that is lower than the Exercise Price, the Exercise Price shall be reduced to such lower price. In the event that the Company (A) issues Common Stock, whether upon the exercise of Convertible Securities or otherwise, or (B) issues Convertible Securities with a conversion price, exercise price or exchange ratio, in the case of either (A) or (B), that is lower than the Market Price (but not lower than the Exercise Price, in which case the immediately preceding sentence shall apply), the Exercise Price shall be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to such issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of outstanding (not including any shares of Common Stock held in the treasury of the Company) immediately prior to the such issuance, plus (y) the quotient of the aggregate consideration (if any) received by the Company upon such issuance divided by the Market Price in effect immediately prior to such issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding immediately after such issuance. "Common Stock Deemed Outstanding" shall mean the number of shares of Common Stock actually outstanding excluding any shares of Common Stock held in the treasury of the Company, but which shall include, in the case where any such issuance comprises the issuance of Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise of the Convertible Securities for which the adjustment is required. No further adjustment of the Exercise Price shall be made pursuant to this paragraph (a) upon the actual issuance of Common Stock pursuant to such Convertible Securities, unless the price at which such issuance is effected is less than the price used to make such adjustment, in which case the Exercise Price shall be adjusted as though such lesser price had been in effect as of the date on which such Convertible Securities were issued.

Adjustment of Exercise Price upon Certain Issuances of Common Stock. In the event that the Company (A) issues Common Stock, whether upon the exercise of rights, warrants, securities convertible or exercisable into Common Stock ("Convertible Securities")or Securities") or otherwise, at a price per share that is lower than the Exercise Price then in effect, or (B) issues Convertible Securities with a conversion price, exercise price or exchange ratio, that is lower than the Exercise Price, the Exercise Price shall be reduced to such lower price. In the event that the Company (A) issues Common Stock, whether upon the exercise of Convertible Securities or otherwise, or (B) issues Convertible Securities with a conversion price, exercise price or exchange ratio, in the case of either (A) or (B), that is lower than the Market Price (but not lower than the Exercise Price, in which case the immediately preceding sentence shall apply), the Exercise Price shall be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to such issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of outstanding (not including any shares of Common Stock held in the treasury of the Company) immediately prior to the such issuance, plus (y) the quotient of the aggregate consideration (if any) received by the Company upon such issuance divided by the Market Price in effect immediately prior to such issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding immediately after such issuance. "Common Stock Deemed Outstanding" shall mean the number of shares of Common Stock actually outstanding excluding any shares of Common Stock held in the treasury of the Company, but which shall include, in the case where any such issuance comprises the issuance of Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise of the Convertible Securities for which the adjustment is required. No further adjustment of the Exercise Price shall be made pursuant to this paragraph (a) upon the actual issuance of Common Stock pursuant to such Convertible Securities, unless the price at which such issuance is effected is less than the price used to make such adjustment, in which case the Exercise Price shall be adjusted as though such lesser price had been in effect as of the date on which such Convertible Securities were issued.

Adjustment of Exercise Price upon Certain Issuances of Common Stock. In If and whenever after the event that Effective Date, the Company (A) issues Common Stockor sells, whether upon the exercise or is deemed to have issued or sold, any shares of rights, warrants, securities convertible or exercisable into Common Stock ("Convertible Securities")or otherwiseexcluding Exempted Issuances (as defined below)), at for a consideration per share (the “New Issuance Price”) less than a price per share that is lower than equal to the Exercise Price in effect immediately prior to such issuance or sale (the “Applicable Price”), then immediately after such issuance or sale the Exercise Price then in effect, or (B) issues Convertible Securities with a conversion price, exercise price or exchange ratio, that is lower than the Exercise Price, the Exercise Price effect shall be reduced to such lower pricethe New Issuance Price. In the event that the Company (A) issues Common Stock, whether upon the exercise of Convertible Securities If any sale or otherwiseissuance, or (B) issues Convertible Securities with a conversion pricedeemed issuance, exercise price or exchange ratiois for no consideration, in then the case New Issuance Price shall be deemed to be $0.01 per Ordinary Share. Upon each such adjustment of either (A) or (B), that is lower than the Market Price (but not lower than the Exercise Price, in which case Price pursuant to the immediately preceding sentence shall apply)sentence, the Exercise Price number of Warrant Shares issuable upon exercise of this Warrant shall be reduced increased to a price the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such issuance adjustment by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares Warrant Shares issuable upon exercise of outstanding this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of this Warrant, “Exempted Issuances” shall mean: (not including any I) shares of Common Stock held in issued or deemed to be issued by the treasury Company pursuant to any employee benefit plan which has been duly adopted and approved by the Company Board and shareholders of the Company, pursuant to which the Company's securities may be issued to employees, consultants, advisors, officers and/or directors (or any individual who has accepted an offer of employment) for services provided to the Company, provided that the number of such shares issued or deemed to be issued in any calendar year does not exceed 5% of the number of outstanding shares of Common Stock as of the end of the immediately preceding year; (II) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date immediately prior to the such issuance, plus (y) the quotient date of the aggregate consideration Purchase Agreement and set forth in a Schedule to the Purchase Agreement, provided that the terms of such option, obligation or security are not amended or otherwise modified on or after the date of the Purchase Agreement in a manner that would reduce the exercise price thereof; or (if anyIII) received shares of Common Stock issued or deemed to be issued by the Company upon such issuance divided by the Market Price in effect immediately prior to such issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding immediately after such issuance. "Common Stock Deemed Outstanding" shall mean the number of shares of Common Stock actually outstanding excluding any shares of Common Stock held in the treasury of the Company, but which shall include, in the case where any such issuance comprises the issuance of Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise of the Convertible Securities for which Warrants issued by Predecessor pursuant to the adjustment is required. No further adjustment Purchase Agreement and assumed by the Company (provided that the terms of the Exercise Price shall be made pursuant to this paragraph (a) upon Warrants are not amended or otherwise modified on or after the actual issuance of Common Stock pursuant to such Convertible Securities, unless the price at which such issuance is effected is less than the price used to make such adjustment, in which case the Exercise Price shall be adjusted as though such lesser price had been in effect as date of the date on which such Convertible Securities were issuedPurchase Agreement in a manner that would reduce the exercise price thereof).