Common use of Adjustment Upon Dilutive Issuance Clause in Contracts

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance (without taking into account any Convertible Securities or Options, including the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with subparagraph (ii) of this Section 6(e)(ii) 4(c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “"Dilutive Issuance”"), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("Convertible Securities") or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options, including the Notes and Warrants("Purchase Rights"); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with subparagraph (ii) of this Section 6(e)(ii) 6(c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “"Dilutive Issuance”"), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("Convertible Securities") or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options, including the Notes and Warrants("Purchase Rights"); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A6(e)(i)(A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance (without taking into account any Convertible Securities or Options, including the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("Convertible Securities") or ---------------------- options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options("Purchase Rights"), including the Notes --------------- Additional Investment Rights and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below)) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including other than the Notes and shares of Common Stock issuable under the Warrants, which will be taken into account); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Datedate hereof, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ----------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options, including the Notes and Warrants(“Purchase Rights”); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance (without taking into account any Convertible Securities or Options, including the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.:

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Per Share Price (as such term is defined in the Securities Purchase Agreement) on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (Ai) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below)) for no consideration. (Bii) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 N0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including other than the Notes and shares of Common Stock issuable under the Warrants, which will be taken into account); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price. For the avoidance of doubt, the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted in connection with an adjustment to the Exercise Price pursuant to this Section 5(c) such that the aggregate Exercise Price of this Warrant shall remain unchanged.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 N(inferior)0 + X0 X0 N(inferior)1 - ----- - N(inferior)0 + N2 N(inferior)2 - - where: N0 = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance (without taking into account any Convertible Securities or Options, including the Notes and Warrants); N1 N(inferior)1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 N(inferior)2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Closing Date, the Company issues or sells, or in accordance with Section 6(e)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options, including the Notes and Warrants(“Purchase Rights”); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto on the basis of an Exempt Issuance or if such adjustment would result in an increase in the Exercise Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including other than shares of Common Stock issuable under the Notes Preferred Shares and the Warrants, which shall be taken into account in determining such number); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (ii) of this paragraph (e) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Conversion Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Conversion Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon such the Dilutive Issuance, the Exercise Conversion Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant prior to this Section 6(e)(i) (A) if such adjustment the Effective Date, the Company will not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Conversion Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Conversion Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any Convertible Securities or OptionsPurchase Rights, including the Notes Debentures and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Conversion Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Conversion Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than ..the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 N0+/-N1 ------- N0+N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("CONVERTIBLE SECURITIES") or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options("PURCHASE Rights"), including the Notes Additional Investment Rights and Warrants); N1 Xx = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including the Notes Debentures and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows:follows (provided, however, that if any adjustment made pursuant to this Section 6(c)(i) would reduce the Exercise Price to a price that is less than the Floor Price (as defined in the Certificate), the Exercise Price shall be deemed equal to the Floor Price for purposes of such adjustment): (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”)), including other than shares of Common Stock issuable under the Notes Preferred Shares and the Warrants), which shall be taken into account in determining such number; N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after --------------------------------- the Issue Date, the Company issues or sells, either directly or in accordance with Section 6(e)(ii) is deemed to have issued upon the exercise of Convertible Securities or soldPurchase Rights, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “"Dilutive Issuance”"), ----------------- then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("Convertible Securities") or options, warrants or ---------------------- other rights to purchase or subscribe for Common Stock or Convertible Securities or Options("Purchase Rights"), --------------- including the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”)), including other than shares of Common Stock issuable under the Notes Preferred Shares and the Warrants), which shall be taken into account in determining such number; N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price. In the event that any adjustment made pursuant to this Section 5(c)(i) would reduce the Exercise Price to a price that is less than the Floor Price (as defined in the Certificate), the Exercise Price shall be deemed equal to the Floor Price for purposes of such adjustment.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii6(c)(ii) of this Warrant, is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii6(c)(ii) belowof this Warrant). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including including, without limitation, the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii6(c)(ii) belowof this Warrant) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (ii) of this paragraph (e) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Conversion Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Conversion Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Conversion Price by the following fraction: N0 + X0 N0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any Convertible Securities or OptionsPurchase Rights, including the Notes Debentures and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Conversion Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Conversion Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below)) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 N0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including other than the Notes and shares of Common Stock issuable under the Warrants, which will be taken into account); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”) other than shares of Common Stock issuable under the Preferred Shares and the Warrants, including the Notes and Warrantswhich shall be taken into account in determining such number); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii4(c)(ii) of this Warrant, is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the lesser of (x) the Offering Price or (y) the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including including, without limitation, the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii4(c)(ii) belowof this Warrant) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph 6(c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “"Dilutive Issuance”"), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Weighted Average Trigger Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph 6(c)(iii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Weighted Average Trigger Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 N = the number of shares of Common Stock outstanding immediately 0 prior to such Dilutive Issuance (without taking into account any Convertible Securities or OptionsPurchase Rights, including the Notes Debentures and Warrants); N1 N = the number of shares of Common Stock which the aggregate 1 consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph 6(c)(iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 N = the number of such additional shares of Common Stock so issued, 2 sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the ---------------------------------- Issue Date, the Company issues or sells, or in accordance with subparagraph (ii) of this Section 6(e)(ii) 6(c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “"Dilutive Issuance”"), then the Exercise Price shall be adjusted as follows:: ------------------ (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 N1 ------- N0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock ("Convertible Securities") or options, warrants or other ----------------------- rights to purchase or subscribe for Common Stock or Convertible Securities or Options, including the Notes and Warrants("Purchase Rights"); ---------------- N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii4(c)(ii) of this Warrant, is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii4(c)(ii) belowof this Warrant). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including including, without limitation, the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii4(c)(ii) belowof this Warrant) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including the Notes Preferred Stock, Additional Investment Rights and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Per Share Price (as such term is defined in the Securities Purchase Agreement) on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below)) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 N0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including other than the Notes and shares of Common Stock issuable under the Warrants, which will be taken into account); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price. For the avoidance of doubt, the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted in connection with an adjustment to the Exercise Price pursuant to this Section 5(c) such that the aggregate Exercise Price of this Warrant shall remain unchanged.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(ii4(c)(ii) of this Warrant, is deemed to have issued or sold, any shares of Common Stock Stock, Convertible Securities (as defined below) or Purchase Rights (as defined below) in the Company for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if such Dilutive Issuance occurs on or prior to the eighteen (18) month anniversary of the Issue Date, then effective immediately upon such Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if such Dilutive Issuance occurs after the eighteen (18) month anniversary of the Issue Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including including, without limitation, the Notes and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(ii4(c)(ii) belowof this Warrant) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (ii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows: (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment prior to the Effective Date, the Company shall be made pursuant to this Section 6(e)(i) (A) if such adjustment not engage in any transaction that would result in an increase in the Exercise Priceissuance or deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below) for no consideration. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”), including the Notes Debentures and Warrants); N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.

Adjustment Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 6(e)(iisubparagraph (iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share consideration less than the Exercise Price on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows:follows (provided, however, that if any adjustment made pursuant to this Section 6(c)(i) would reduce the Exercise Price to a price that is less than the Floor Price (as defined in the Certificate), the Exercise Price shall be deemed equal to the Floor Price for purposes of such adjustment): (A) if If such Dilutive Issuance occurs on or prior to the eighteen Effective Date (18) month anniversary of as defined in the Issue DateRegistration Rights Agreement), then effective immediately upon such the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (ii) below). Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 6(e)(i) (A) if such adjustment would result in an increase in the Exercise Price. (B) if If such Dilutive Issuance occurs on or after the eighteen (18) month anniversary of the Issue Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction: N0 + X0 X0 + N2 where: N0 = the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities or Options(“Purchase Rights”)), including other than shares of Common Stock issuable under the Notes Preferred Shares and the Warrants), which shall be taken into account in determining such number; N1 = the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 6(e)(iisubparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and N2 = the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price.