Common use of Adjustment Upon Issuance of Certain Securities Clause in Contracts

Adjustment Upon Issuance of Certain Securities. If and whenever on or after the date hereof, so long as any amounts remains outstanding under the Note, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any warrant with a warrant exercise price (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. This adjustment shall not apply to any price adjustments of securities existing prior to the date hereof, nor to any securities offered by the Company under its existing Regulation A or S-1 registration statement. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(b)), the following shall be applicable.