Common use of Adjustment to Number of Warrant Shares Upon Issuance of Common Stock Clause in Contracts

Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except in the case of an event described in either Section 7(d) or Section 7(e), if Company shall, at any time or from time to time after the Issue Date, issue or sell, or in accordance with Section 7(c) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than either: (i) the Per Share Market Value or (ii) the Trigger Price, as such amounts are proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the Common Stock after the Issue Date, (collectively the “Original Prices” and the greater of (i) or (ii) the “Original Adjustment Price”), then immediately upon such issuance or sale (or deemed issuance or sale), the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one): (i) the numerator of which shall be the number of shares of Common Stock then outstanding immediately after such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock then outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Original Adjustment Price.

Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except (x) for an issuance or sale of Common Stock for which an adjustment was previously made under this Section 4.1 and Section 4.2 upon the deemed issuance or sale of Options or Convertible Securities providing for the right to purchase such Common Stock or convert such Convertible Securities into such Common Stock (other than any further adjustment under Section 4.2(c)), (y) for an Issuance of Excluded Securities or (z) in the case of an event described in either Section 7(d) 4.3 or Section 7(e)4.4, if Company shallthe Company, at any time or from time to time after the Issue Dateissuance of this Warrant, issue issues or sellsells, or in accordance with Section 7(c) 4.2 is deemed to have issued or sold, any shares of Common Stock without consideration (including any shares issued in connection with the Advisory Agreement) or for consideration per share less than either: (i) the Per Share Fair Market Value or (ii) the Trigger Price, as such amounts are proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the per share of Common Stock after the Issue Date, (collectively the “Original Prices” and the greater of (i) or (ii) the “Original Adjustment Price”)in effect immediately prior to such Issuance, then immediately upon such issuance or sale (or deemed issuance or sale)Issuance, the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) Issuance shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale Issuance by the quotient of: (or deemed issuance or salea) by a fraction the Outstanding Common Stock immediately after such Issuance divided by, (which shall in no event be less than one): b) the sum of (i) the numerator of which shall be the number of shares of Outstanding Common Stock then outstanding immediately after such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock then outstanding immediately prior to such issuance or sale (or deemed issuance or sale) Issuance plus (Bii) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) Issuance would purchase at the Original Adjustment PriceFair Market Value per share of Common Stock in effect immediately prior to such Issuance.

Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except as provided in Section 4(b) and except in the case of an event described in either Section 7(d4(d) or Section 7(e4(e), if the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or in accordance with Section 7(c4(c) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than either: $_____ (i) the Per Share Market Value or (ii) the Trigger Price, as such amounts are proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends combinations and other distributions and recapitalizations affecting like events with respect to the Common Stock after the Issue Date, Stock) (collectively the “Original Prices” and the greater of (i) or (ii) the “Original Adjustment Baseline Price”), then immediately upon such issuance or sale (or deemed issuance or sale), the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one): (i) the numerator of which shall be the number of shares of Common Stock then outstanding Deemed Outstanding immediately after to such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock then outstanding Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Original Adjustment Baseline Price.

Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except in the case of an event described in either Section 7(d) or Section 7(e), if Company shall, at any time or from time to time after the Issue Date, issue or sell, or in accordance with Section 7(c) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than either: (i) the Per Share Market Value or (ii) the Trigger Price, as such amounts are proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the Common Stock after the Issue Date, Date (collectively the “Original Prices” and the greater of (i) or (ii) the “Original Adjustment Price”), then immediately upon such issuance or sale (or deemed issuance or sale), the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one): (i) the numerator of which shall be the number of shares of Common Stock then outstanding immediately after such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock then outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Original Adjustment Price.

Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except in If the case of an event described in either Section 7(d) or Section 7(e), if Company shall, at any time or from time to time after during the Issue DateExercise Period, issue or sell, or in accordance with Section 7(c5(b) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share of Common Stock that is less than either: (i) the Per Share Fair Market Value or (ii) the Trigger Price, as such amounts are proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting per share of the Common Stock after the Issue Date, (collectively the “Original Prices” and the greater of (i) immediately prior to such issuance or (ii) the “Original Adjustment Price”)sale, then immediately upon such issuance or sale (or deemed issuance or sale), the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one): (i) the numerator of which shall be the number of shares of Common Stock then outstanding Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock then outstanding Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Original Adjustment PriceFair Market Value per share of the Common Stock immediately prior to such issuance or sale (or deemed issuance or sale). Whenever during the Exercise Period the Company issues or sells, or is deemed to have issued or sold, in one transaction or in a series of transactions, more than an additional 250,000 shares of Common Stock within a 12-month period, the Company shall prepare a certificate signed by an executive officer setting forth, in reasonable detail, the number of shares issued or sold, or deemed issued or sold, the amount and the form of the consideration received by the Company and the method of computation of such amount and, as promptly as practicable (but in any event not later than ten (10) Business Days thereafter), shall cause copies of such certificate to be mailed to the Holder at the address specified in Section 12 hereof or at such other address as may be provided to the Company in writing by the Holder.