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

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the 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, (i) for the purpose of this subsection 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of shares of Common Stock deemed issuable upon 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 that is the subject of this calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In (a) Subject to the last sentence of subsection (b) below, in the event the Company shall Company, at any time after the Original Issue Date while this Warrant is outstanding, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), Section 7(e)(iii) without consideration or for a consideration per share less than the Exercise Price in effect closing price per Share of Common Stock as reported on a publicly traded exchange (“Market Price”) on the date of and last full trading day immediately prior to such issue, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such the Exercise Price then in effect, by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Market Price in effect immediately prior to such Exercise Price; issuance, and (B) the 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, (i) for . For the purpose of this subsection 3(b)(iv)the above calculation, all the number of shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock and any outstanding (other Options bearing an exercise price which is lower than shares excluded from the definition of "price at which the Additional Shares of Common Stock" by virtue of clause Stock were issued had been fully exercised (II) of subsection 3(b)(i)(D)), and (ii) the number of resulting securities fully converted into shares of Common Stock deemed issuable upon conversion Stock, if so convertible) as of such outstanding Options and Convertible Securities shall not give effect to any adjustments to date. Upon each adjustment of the conversion price or conversion rate Exercise Price as a result of such Options or Convertible Securities the calculations made in this Section 7(e) (including those resulting from the issuance issuances of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding the foregoingdeemed to be issued pursuant to Section 7(e)(iii)), the applicable number of Warrant Shares shall be adjusted by multiplying such number of Warrant Shares by a fraction, the numerator of which shall be the Exercise Price shall not be so reduced at in effect immediately prior to such time if adjustment and the amount denominator of such reduction would be an amount less than $.05, but any such amount which shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with Exercise Price in effect after giving effect to such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreadjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after prior to the Original Issue Expiration Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii)Stock, but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c))defined below, without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately $0.25 (as such amount may be adjusted just prior to such issueissue pursuant to Section 3(a), the “Threshold Price”), then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such the Exercise Price; and (B) the 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, (i) for the purpose of this subsection 3(b)(ivSection 3(b), all shares of Common Stock issuable upon exercise conversion or conversion exchange of Options or Convertible Securities convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D))outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding Options and Convertible Securities convertible securities shall not give be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such Options or Convertible Securities convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the foregoingCompany after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the applicable Exercise Price Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not be so reduced at such time if operate to increase the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreExercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after the Original Issue Note Date shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), Section 9.3) without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issueissuance, then and in such event, such the Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) equal to the lower of (1) the Exercise Price in effect on the date of and immediately prior to such issuance or (2) ninety percent (90%) of the Weighted Average Dilution Price (the "Recalculated Price"); provided, that (A) if the Weighted Average Dilution Price is less than or equal to $0.28 and greater than or equal to $0.25, the Recalculated Price shall equal $0.25, and (B) if the Weighted Average Dilution Price is less than $0.25, the Recalculated Price shall equal the Weighted Average Dilution Price. As used herein, the "Weighted Average Dilution Price" shall be determined by multiplying such the Exercise Price in effect on the date of and immediately prior to such issuance by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise Price in effect immediately prior to such Exercise Priceissuance; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus the number of such Additional Shares of Common Stock so issued; provided that, (i) for . For the purpose of this subsection 3(b)(iv)the foregoing calculation of the Weighted Average Dilution Price, all the number of shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue issuance shall be deemed to be outstanding (other than calculated on a fully converted basis, as if all Convertible Securities had been fully converted into shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) Stock immediately prior to such issuance; provided that the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more).

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii)Section 7.2, but excluding shares issued as a dividend or distribution as provided in Section 7.6 or upon a stock split or combination as provided in subsection 3(c)Section 7.5), without consideration or for a consideration per share (determined pursuant to Section 7.4 hereof) less than the applicable Exercise Price in effect on the date of and immediately prior to such issueissuance, then and in such event, such Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated an Exercise Price equal to the nearest cent) price determined by multiplying such Exercise Price by a fraction, dividing (Aa) the numerator sum of which shall be (1) the product derived by multiplying the Exercise Price in effect immediately prior to such issuance by the number of shares of Common Stock outstanding immediately prior to such issue plus issuance (2) together with the number of shares of Common Stock then issuable upon exercise of the outstanding Warrants and the conversion or exercise of any Convertible Securities or Options (including, for this purpose, any securities of the Company which would be excluded from the definitions of Convertible Securities and Options pursuant to Sections 7.1(b) and (c))), plus (2) the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at Corporation (as determined pursuant to Section 7.4 below) upon such Exercise Price; and issuance, by (Bb) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to after such issue plus the number of such Additional Shares of Common Stock so issued; provided that, issuance (i) for the purpose of this subsection 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) together with the number of shares of Common Stock deemed then issuable upon exercise of the outstanding Warrants and the conversion or exercise of such outstanding Options and any Convertible Securities shall not give effect to or Options (including, for this purpose, any adjustments to securities of the conversion price or conversion rate Company which would be excluded from the definitions of such Options or Convertible Securities resulting from and Options pursuant to Sections 7.1(b) and (c))). No adjustment of the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding the foregoingExercise Price, the applicable Exercise Price however, shall not be so reduced at such time if the amount of such reduction would be made in an amount less than $.050.01 per share, but and any such amount lesser adjustment shall be carried forward and reduction with respect thereto shall be made at the time of and together with any the next subsequent reduction which, adjustment which together with such amount and any other amount or amounts adjustments so carried forward, forward shall aggregate amount to $.05 0.01 per share or more. Any adjustments to the Exercise Price shall be rounded to the nearest $0.01 per share.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after prior to the Original Issue Expiration Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii)Stock, but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c))defined below, without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately $0.30 (as such amount may be adjusted just prior to such issueissue pursuant to Section 3(a), the “Threshold Price”), then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such the Exercise Price; and (B) the 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, (i) for the purpose of this subsection 3(b)(ivSection 3(b), all shares of Common Stock issuable upon exercise conversion or conversion exchange of Options or Convertible Securities convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D))outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding Options and Convertible Securities convertible securities shall not give be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such Options or Convertible Securities convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the foregoingCompany after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the applicable Exercise Price Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not be so reduced at such time if operate to increase the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreExercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after prior to the Original Issue Expiration Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii)Stock, but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c))defined below, without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the 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, (i) for the purpose of this subsection 3(b)(ivSection 3(d), all shares of Common Stock issuable upon exercise conversion or conversion exchange of Options or Convertible Securities convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D))outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding Options and Convertible Securities convertible securities shall not give be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such Options or Convertible Securities convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the foregoingCompany after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Effective Date; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Sections 3(a)(i) through 3(a)(iii) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the applicable Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to (A) the Company’s Private Placement Memorandum thereunder or (B) the reverse triangular merger of InVivo Therapeutics Corporation with a wholly owned subsidiary of the Company as contemplated in the Private Placement Memorandum “Merger”); (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(d) shall not operate to increase the Exercise Price. Upon each adjustment of the Exercise Price shall not be so reduced at such time if pursuant to the amount provisions of such reduction would be an amount less than $.05this Section 3(d), but any such amount the number of Warrant Shares issuable upon exercise of this Warrant shall be carried forward adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and reduction with respect thereto made at dividing the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts product so carried forward, shall aggregate $.05 or moreobtained by the adjusted Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at any time Company, after the Original Issue Date issue and prior to an IPO, issues any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(cSection 6(b)(iii)), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issueissuance, then and in such event, such Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (2II) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be (I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (II) the number of such Additional Shares of Common Stock so issued; provided that. For purposes of this Section 6(b)(iv), (ix) if a record date is set for the purpose issuance or deemed issuance of this subsection 3(b)(iv)any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise exercise, conversion or conversion exchange of Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding (other than any shares excluded excludable from the definition of "“Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D” in accordance with Section 6(b)(i)(A)(V)), ; and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall not give be determined without giving effect to any adjustments to the conversion price or conversion rate exercise prices of such Options or Convertible Securities the Warrants resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at any time Company, after the Original Issue Date issue Date, issues any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(cSection 6(b)(ii)), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issueissuance, then and in such event, such Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (2II) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be (I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (II) the number of such Additional Shares of Common Stock so issued; provided that. For purposes of this Section 6(b)(iii), (iy) if a record date is set for the purpose issuance or deemed issuance of this subsection 3(b)(iv)any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; and (z) all shares of Common Stock issuable upon exercise exercise, conversion or conversion of exchange or Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding (other than any shares excluded excludable from the definition of "Additional Shares of Common Stock" by virtue of clause in accordance with Section 6(b)(i)(A)(V) or (II) of subsection 3(b)(i)(DVI)), and (ii) the number of shares of Common Stock deemed issuable upon 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 that is the subject of this calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall this Company, at any time after the Original Issue Date shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii(a)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), ) without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; Price in effect immediately prior to such issuance, and (B) the 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, (i) for . For the purpose of this subsection 3(b)(iv)the above calculation, all the number of shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from calculated on a fully diluted basis, as if all of the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), Warrants and (ii) the number of all Convertible Securities had been fully converted into shares of Common Stock deemed issuable upon conversion immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate shares of such Options stock or Convertible Securities had been fully exercised immediately prior to such issuance (and the resulting securities 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 shares of Series E Preferred Stock, Convertible Securities, or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities, solely as a result of the adjustment of the respective Exercise Prices (or other conversion ratios) resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at causing such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreadjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at any time Company, after the Original Issue Date issue Date, issues any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(cSection 6(b)(iii)), without consideration or for a consideration per share less than the Exercise Price in effect fair market value on the date of and immediately prior to such issueissuance, then and in such event, such Exercise Price shall be reduced, concurrently with such issuewithsuch issuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (2II) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be (I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (II) the number of such Additional Shares of Common Stock so issued; provided that. For purposes of this Section 6(b)(iv), (ix) if a record date is set for the purpose issuance or deemed issuance of this subsection 3(b)(iv)any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise exercise, conversion or conversion exchange of Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding (other than any shares excluded excludable from the definition of "Additional Shares of Common Stock" by virtue of clause in accordance with Section 6(b)(i)(A)M or (II) of subsection 3(b)(i)(DVI)), ; and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall not give be determined without giving effect to any adjustments to the exercise, conversion price or conversion rate exchange prices or ratios of such Options or Convertible Securities resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at any time Company, after the Original Issue Date issue Date, issues any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iiiSection 11(b)(i), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or ) for a consideration per share less than the Exercise Price then in effect, then in each such case, the Exercise Price in effect on the date of and immediately prior to such issueissuance, then and in such event, such Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) fraction calculated as follows: X + Y X + Z where: X = the number of shares of Common Stock outstanding immediately prior to such issue plus (2) issuance; Y = the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such the Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus Z = the number of such Additional Shares of Common Stock so issued; provided that. For purposes of this Section 11(b)(ii), (ix) if a record date is set for the purpose issuance or deemed issuance of this subsection 3(b)(iv)any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise exercise, conversion or conversion exchange of Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), outstanding; and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall not give be determined without giving effect to any adjustments to the exercise, conversion price or conversion rate exchange prices or ratios of such Options or Convertible Securities resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall Company, at any time after the Original Issue Date issue Additional Shares Date, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues, any Common Stock (including Additional Shares of or any securities convertible or exercisable into Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration at an effective price per share less that is lower than the Exercise Price in effect on the date of and immediately prior to such issuePrice, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be per share received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the 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, (i) for the purpose of this subsection 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of shares of Common Stock deemed issuable upon 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 that is the subject of this calculationissue. Notwithstanding the foregoing, no adjustment will be made under this Section 9(c) in respect of an Exempt Issuance. For purposes of this Warrant, “Exempt Issuance” means the applicable Exercise Price issuance of (i) shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the board of directors of the Company, (ii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (iv) shares of Common Stock (including securities convertible or exercisable into Common Stock) issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the board of directors of the Company, (v) shares of Common Stock (including securities convertible or exercisable into Common Stock) issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the board of directors of the Company, (vi) shares of Common Stock (including securities convertible or exercisable into Common Stock) issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the board of directors of the Company, and (vii) shares of Common Stock (including securities convertible or exercisable into Common Stock) issued in connection with sponsored research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships approved by the board of directors of the Company. Notwithstanding the foregoing, no adjustment will be so reduced at made under this Section 9(c) until the provisions of this Section 9(c) are approved by shareholders holding a majority of the outstanding voting securities of the Company and such time if approval is deemed effective in accordance with the amount rules and regulations of the SEC; provided, however, that the Company hereby agrees to use commercially reasonable efforts (including by engaging a proxy solicitation firm in connection therewith) to obtain such reduction would be an amount less than $.05effective shareholder approval in connection with its next annual meeting of shareholders, but in any such amount shall be carried forward and reduction with respect thereto made at event prior to the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreVesting Date.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall Company, at any time after the Original Warrant Issue Date shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iiiSection 11.1(c), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), ) without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise 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 plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; Price in effect immediately prior to such issuance, and (B) the 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, (i) for . For the purpose of this subsection 3(b)(iv)the above calculation, all the number of shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D))calculated on a fully diluted basis, and (ii) the number of as if all Convertible Securities had been fully converted into shares of Common Stock deemed issuable upon conversion immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately prior to such issuance (and the resulting securities 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 Convertible Securities, or outstanding Options and Convertible Securities shall not give effect to any adjustments to options, warrants or other rights for the purchase of shares of stock or convertible securities, solely as a result of the adjustment of the respective Exercise Prices (or other conversion price or conversion rate of such Options or Convertible Securities ratios) resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at causing such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or moreadjustment.