Common use of Adjustment Upon Issuance of Common Stock Clause in Contracts

Adjustment Upon Issuance of Common Stock. If at any time while the Holder holds in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue Date, the Company issues or sells any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (as defined below), for a consideration, conversion price or exercise price per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Price (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess date hereof until the later of 50% of (a) two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date or (b) the Issue Datedate there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues or sells sells, or, in accordance with this Section 3(f), is deemed to have issued or sold, any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common Stock or options Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to employees, officers, directors, or consultants a limitation of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares 15% of Common Stock outstanding as of the Issuance Date, (ii) issued and outstanding on pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equity holders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess of 50% of date hereof until two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date (the Issue Date, “Adjustment Period”) the Company issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or sells announces any shares offer, sale, or grant of any option to purchase or other disposition), or, in accordance with this Section 3(f), is deemed to have issued or sold, any Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance Stock Equivalents (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, options and/or convertible securities (ai) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of options (and the underlying shares of Common Stock or Stock) in exchange for options issued under the Company’s equity incentive plans, subject to employees, officers, directors, or consultants a limitation of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares 15% of Common Stock outstanding as of the Issuance Date, (ii) issued and outstanding on pursuant to agreements, options, restricted share units, convertible securities or Adjustment Rights (as defined below) existing as of the date of this Warranthereof, provided that such agreements, options, convertible securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equity holders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith (iv) issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition, (v) issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company, (vi) issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company, (vii) issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company, or (viii) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects a Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 4 is deemed to have effected a Subsequent Financing, any shares of Common Stock (including the issuance or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (as defined below), for a consideration, conversion price or exercise price per share sale of shares of Common Stock owned or held by or for the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration per share (each, the “New Issuance Price”) less than a price equal to the Warrant Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Conversion Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then Issuance”),then immediately after such Dilutive Issuance, the Warrant Conversion Price then in effect shall be reduced to an amount equal (and in no event increased) to the New Issuance Price. price per share as determined in accordance with the following formula: CP2 = CP1 x (A + B) / (A + C) For purposes of the foregoing formula: A= The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B= The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share equal to employees, officers, directors, or consultants EP1. C= The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. CP1= The Conversion Price in effect immediately prior to a Dilutive Issuance. CP2= The Conversion Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in no event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 4(b) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date of this Warrant Floor Price for each such share so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Conversion Price and consideration per share under this Section 4(c)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If the Company, at any time while prior to the Holder holds in excess earlier of 50% (i) the Effective Date or (ii) the one-year anniversary of the total number Closing Date (as defined in the Purchase Agreement), shall sell or grant any option to purchase, or sell or grant any right to reprice its securities, or otherwise dispose of shares of Warrant Stock available hereunder as of the Issue Dateor issue (or announce any offer, the Company issues sale, grant or sells any shares of option to purchase or other disposition) any Common Stock or securities convertible into or exercisable for Common Stock (collectively, the “Additional Shares”) entitling any person to acquire shares of Common Stock, other than at an Exempt Issuance (as defined below), for a consideration, conversion price or exercise effective price per share of Common Stock less than the then effective Exercise Price (eachsuch lower price, the “New Issuance Base Share Price”) less than a price equal to the Warrant Price (subject to appropriate adjustment for any stock dividend” and such issuances collectively, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”) (if the holder of the Additional Shares so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the then effective Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then immediately after the Exercise Price shall be reduced, concurrently with such Dilutive Issuance, to a price (calculated to the Warrant nearest cent) determined by multiplying such Exercise Price then in effect by a fraction, (A) the numerator of which shall be reduced (1) the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus the number of such Additional Shares so issued. Such adjustment shall be made whenever such Additional Shares are issued. Notwithstanding the foregoing, no adjustments shall be made under this Section 3.4 in respect of an amount equal to the New Issuance PriceExempt Issuance. For purposes of this Warrant, “Exempt Issuance” shall mean means the issuance of (a) shares of Common Stock or options to employees, officers, directors, officers or consultants directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of directorsnon-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this WarrantCommencement Date, provided that such securities have not been amended since the date of this Warrant Commencement Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and , (c) securities issued pursuant to acquisitions or strategic transactions transactions, including but not limited to joint ventures and other strategic partnerships, approved by a majority of the disinterested directors of the Company and (d) securities issued to a bank or other financial institution in connection with a loan transaction provided that the issuance of the securities is not primarily for fundraising purposes and is approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess of 50% of date hereof until two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date or (b) the Issue Datedate there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or sells announces any shares of offer, sale, grant or any option to purchase or other disposition provided the same is consummated), or, in accordance with this Section 3(f), is deemed to have issued or sold, any Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance Stock Equivalents (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation of such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) shares under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying Common Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 15% of Common Stock or options to employees, officers, directors, or consultants outstanding as of the Company Issuance Date, (ii) issued pursuant to any stock agreements, Options, restricted share units, Convertible Securities or option plan duly adopted for such purpose by a majority Adjustment Rights (as defined below) existing as of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equityholders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess of 50% of date hereof until two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date (such period, the Issue Date“Adjustment Period”), the Company issues, sells, enters into an agreement to sell and subsequently sells, or grants any option to purchase, or sells, enters into an agreement to sell and subsequently sells, or grants any right to reprice, or otherwise disposes of or issues (or sells announces any offer, sale, grant or any option to purchase or other disposition that subsequently closes), or, in accordance with Section 3(f), is deemed to have issued or sold, any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common Stock or options Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to employees, officers, directors, or consultants a limitation of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares 15% of Common Stock outstanding as of the Issuance Date, (ii) issued and outstanding on pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equity holders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the public filing and declaration of effectiveness of any registration statement in connection therewith within six months after such transaction or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while and whenever on or after the Holder holds in excess of 50% date hereof and through the first anniversary of the total number later to occur of shares of Warrant Stock available hereunder (i) the date hereof and (ii) the final Closing (as of defined in the Issue DateCompany's Private Placement Memorandum dated December 21, 2006, as supplemented to date (the "Private Placement Memorandum"), the Company issues or sells any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance Excluded Securities (as defined below), for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “"New Issuance Price”") less than a price equal to the Warrant Price (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”)$2.25, then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the product of (i) the New Issuance PricePrice and (ii) 2.0. Upon each such adjustment of the Warrant Price hereunder, the number of shares of Warrant Stock shall be adjusted to the number of shares of Common Stock determined by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the New Issuance Price (the "Adjusted Warrant Stock"). To the extent this Warrant has been exercised in whole or in part prior to such a dilutive issuance, the Company shall promptly issue to the Holder such number of shares of Common Stock equal to the difference of the Adjusted Warrant Stock and number of shares of Warrant Stock acquirable upon exercise of this Warrant immediately prior to such adjustment. For purposes of this Warrant, “Exempt Issuance” "Excluded Securities" shall mean the issuance of (ai) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities may be issued pursuant to acquisitions the transactions described in the Private Placement Memorandum, (ii) shares of Common Stock issued or strategic deemed issued to employees, consultants, officers or directors (if in transactions with primarily non-financing purposes) of this Company directly or pursuant to any stock incentive plan approved by the Company's board of directors and (iii) shares of Common Stock issued or issuable in connection with a majority of the disinterested directors of bona fide business combination by the Company, provided that any such issuance shall only be to whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, in which a person which portion of the consideration payable is either an owner of, in Common Stock or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with securities convertible into Common Stock and the business combination partner is in substantially the same line of business as the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesCompany.

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any shares of Common Stock (including the issuance or securities convertible into sale of Common Stock owned or exercisable held by or for Common Stock, other than an Exempt Issuance (as defined below), the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal (and in no event increased) to the New Issuance Price. price per share of Common Stock as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula: A = The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B = The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share of Common Stock equal to employees, officers, directors, or consultants EP1. C = The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. EP1 = The Exercise Price in effect immediately prior to a Dilutive Issuance. EP2 = The Exercise Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in no event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date Floor Price for each such share of this Warrant Common Stock so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 2(c)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any shares Common Stock (including the issuance or sale of Common Stock owned or securities convertible into held by or exercisable for Common Stock, other than an Exempt Issuance (as defined below), the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal (and in No event increased) to the New Issuance Price. price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula: A= The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B= The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share equal to employees, officers, directors, or consultants EP1. C= The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. EP1= The Exercise Price in effect immediately prior to a Dilutive Issuance. EP2= The Exercise Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in No event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date of this Warrant Floor Price for each such share so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 2(b)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If at any time while the Holder holds in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue Date, the Company issues or sells any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (as defined below), for a consideration, conversion price or exercise price per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Price (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Adjustment Upon Issuance of Common Stock. If at any time while and whenever on or after the Holder holds in excess of 50% date hereof and through the earlier to occur of the total number (i) first anniversary of the date hereof and the (ii) date that there is an effective registration statement on file with the Securities and Exchange Commission covering the resale of all of the shares of Warrant Stock available hereunder as of the Issue Date, the Company issues or sells any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (as defined below), for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Price $1.00 (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the New Issuance PricePrice multiplied by 1.0. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess date hereof until the later of 50% of (a) two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date or (b) the Issue Datedate there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell and subsequently sells, or grants any option to purchase, or sells, enters into an agreement to sell and subsequently sells, or grants any right to reprice, or otherwise disposes of or issues (or sells announces any offer, sale, grant or any option to purchase or other disposition that subsequently closes), or, in accordance with Section 3(f), is deemed to have issued or sold, any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common Stock or options Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to employees, officers, directors, or consultants a limitation of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares 15% of Common Stock outstanding as of the Issuance Date, (ii) issued and outstanding on pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equity holders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the public filing and declaration of effectiveness of any registration statement in connection therewith within six months after such transaction or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while and whenever on or after the Holder holds in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue Datedate hereof, the Company issues or sells sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares Common Stock (including the issuance or sale of Common Stock owned or securities convertible into held by or exercisable for Common Stockthe account of the Company, other than an Exempt Issuance but excluding any issuance of Exempted Securities (as defined below), except for issuances under clause (d) of the definition of Exempted Securities in the Purchase Agreement) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal the Exercise Price then effect (such Exercise Price then in effect is referred to as the Warrant Price (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount the New Issuance Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment) divided by the New Issuance Price (the aforementioned adjustment of the total number of Warrant Shares shall be referred to herein as the “Share Amount Adjustment”). By way of example, if E is the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise Price in effect immediately prior to such adjustment, and G is the New Issuance Price. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options adjustment to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such securities or to decrease Dilutive Issuance = the exercise, exchange or conversion price number obtained from dividing [E x F] by G; provided however that an adjustment of such securities; and (c) securities issued the Exercise Price pursuant to acquisitions or strategic transactions approved by a majority this Section 3(b) shall not result in an Exercise Price which is higher than the Exercise Price prior to such adjustment. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 3(b)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If at any time while and whenever on or after the Holder holds in excess date hereof and through the earlier to occur of 50% (i) first anniversary of the total number date hereof and (ii) date that there is an effective registration statement on file with the Securities and Exchange Commission covering the resale of all of the shares of Warrant Stock available hereunder as and all of the Issue Dateshares of Common Stock issued in the Offering (as defined in the Company’s Confidential Private Placement Memorandum dated November 17, 2011, as supplemented to date), the Company issues or sells any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (as defined below), for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Price $1.25 (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the New Issuance PricePrice . For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Adjustment Upon Issuance of Common Stock. If at any time while the Holder holds in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue Date, the Company issues or sells any shares subsidiary thereof, as applicable, during the period that ends upon the earlier of (i) a Dilutive Issuance (as hereinafter defined) or (ii) one year from the Issuance Date (the “Restricted Period”), shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities convertible into or exercisable for Common StockStock Equivalents, other than at an Exempt Issuance (as defined below), for a consideration, conversion price or exercise effective price per share of Common Stock less than the Exercise Price then in effect (eachsuch lower price, the “New Issuance Base Share Price”) less than a price equal to the Warrant Price (subject to appropriate adjustment for any stock dividend” and such issuances collectively, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then immediately after simultaneously with the consummation of a Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price, provided however that the Base Share Price shall not be less than $4.00. For purposes of clarity, there shall be only one adjustment pursuant to this Section 4.4 during the term of this Warrant. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued during the Restricted Period. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 4.4 in respect of an issuance of Exempt Securities. For purposes of clarity, an issuance of Exempt Securities shall not be a Dilutive Issuance. The Company shall notify the Holder and the Warrant Agent, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.4, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4.4, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the number of Warrant Shares stated on the Warrant at the Base Share Price, as adjusted, regardless of whether the Holder accurately refers to the Base Share Price then in effect the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be reduced deemed to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of have issued Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on Equivalents at the date of this Warrant, provided that lowest possible conversion or exercise price at which such securities have not been amended since the date of this Warrant to increase the number of such securities may be converted or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesexercised.

Adjustment Upon Issuance of Common Stock. If If, at any time while after the Holder holds in excess Issue Date but prior to the date of 50% effectiveness of the total number of shares of Warrant Stock available hereunder as Company’s registration statement for the initial public offering of the Issue DateCompany’s common stock, the Company issues or sells shall issue (or, pursuant to Section 2.3(d) below), shall be deemed to have issued) any shares of Common Stock or securities convertible into or exercisable for Common Stock, common stock other than an Exempt Issuance “Excluded Stock” (as defined belowin the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”)) for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such common stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations that are covered by Sections 2.1 and 2.2 above), for a considerationthe Warrant Price in effect immediately after each such issuance shall forthwith, conversion price or exercise price per share of Common Stock (eachexcept as provided herein, the “New Issuance Price”) less than be adjusted to a price equal to the quotient obtained by multiplying such Warrant Price by a fraction (subject to appropriate adjustment for any I) the numerator of which shall be (x) the number of shares of common stock dividend, stock split, stock combination, reclassification or similar transaction after outstanding at the close of business on the day immediately preceding the date hereofof such issuance or sale, plus (y) the number of shares of common stock which the aggregate consideration received (a “Dilutive Issuance”), then immediately after or by the express provisions hereof shall be deemed to have been received) by the Company for the total number of additional shares of common stock so issued or sold would purchase at such Dilutive Issuance, the Warrant Price then in effect and (II) the denominator of which shall be reduced the number of shares of common stock outstanding at the close of business on the date of such issuance or sale (after giving effect to an amount equal such issuance or sale) of the additional shares of common stock. Upon each such adjustment of the Warrant Price under this Section 2.3, the number of Shares shall be adjusted to the New Issuance Pricenumber of Shares determined by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. For the purposes of any adjustment of the Warrant Price pursuant to this WarrantSection 2.3, “Exempt Issuance” the following provisions shall mean be applicable: (a) The number of shares of common stock outstanding shall include, in addition to the number of shares of common stock actually outstanding, (I) the number of shares of common stock into which the then outstanding shares of each series of the Company’s convertible preferred stock could be converted if fully converted on the day immediately preceding the issuance or sale or deemed issuance or sale of the additional shares of common stock; and (II) the number of shares of common stock which would be obtained through the exercise or conversion of all rights, options and convertible securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of the additional shares of common stock. (b) In the case of the issuance of common stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any discounts or commission paid or incurred by the Company in connection with the issuance and sale thereof. (ac) shares of Common Stock or options to employees, officers, directors, or consultants In the case of the Company pursuant issuance of common stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to any stock or option plan duly adopted for such purpose be the fair value thereof as reasonably determined by a majority the Board of Directors of the members Company, in accordance with generally accepted accounting treatment; provided, however, that if, at the time of such determination, the Company’s common stock is traded on a Trading Market, such fair market value per share of common stock as determined by the Board of Directors of the Company or shall not exceed (i) if the shares of common stock are then traded on a majority securities exchange, the average of the members closing prices of a committee the common stock on such exchange over the 20 trading day period ending three (3) business days prior to such determination or (ii) if the shares of directorscommon stock are then traded over-the-counter, the average of the closing bid prices over the 30-day period ending three (3) business days prior to such determination; provided, however, that if such prices are not available for the period required, such fair market value shall be determined in good faith by the Board of Directors of the Company. (d) In the case of the issuance of (i) options to purchase or rights to subscribe for common stock (directly or indirectly), (bii) securities by their terms convertible into or exchangeable for common stock (directly or indirectly), or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (1) the aggregate maximum number of shares of common stock deliverable upon exercise of such options to purchase or rights to subscribe for common stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 2.3(b) and 2.3(c) above), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the common stock covered thereby; (2) the aggregate maximum number of shares of common stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange of thereof, shall be deemed to have been issued at the time such securities were issued or conversion of any securities issued hereunder and/or other securities exercisable such options or exchangeable for or convertible into shares of Common Stock rights were issued and outstanding on for a consideration equal to the date of this Warrant, provided that consideration received by the Company for any such securities have not been amended since and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the date of this Warrant additional minimum consideration, if any, to increase be received by the number Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to decrease be determined in the exercise, exchange manner provided in Sections 2.3(b) and 2.3(c) above); (3) on any change in the number of shares of common stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities, other than a change resulting from the anti-dilution provisions of options, rights or securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had the adjustment made upon (x) the issuance of such options, rights or securities not exercised, converted or exchange prior to such change or (y) the options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and and (c4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had the adjustment made upon the issuance of such options or rights, convertible or exchangeable securities issued pursuant or options or rights related to acquisitions such convertible or strategic transactions approved by a majority exchangeable securities, as the case may be, been made upon the basis of the disinterested directors issuance of only the number of shares of common stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the Companyoptions or rights related to such convertible or exchangeable securities, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with as the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiescase may be.

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any shares Common Stock (including the issuance or sale of Common Stock owned or securities convertible into held by or exercisable for Common Stock, other than an Exempt Issuance (as defined below), the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal (and in no event increased) to the New Issuance Price. price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula: A= The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B= The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share equal to employees, officers, directors, or consultants EP1. C= The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. EP1= The Exercise Price in effect immediately prior to a Dilutive Issuance. EP2= The Exercise Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in no event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date of this Warrant Floor Price for each such share so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 2(b)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess date hereof until the later of 50% of (a) two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date or (b) the Issue Datedate there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell and subsequently sells, or grants any option to purchase, or sells, enters into an agreement to sell and subsequently sells, or grants any right to reprice, or otherwise disposes of or issues (or sells announces any offer, sale, grant or any option to purchase or other disposition that subsequently closes) or, in accordance with Section 3(f), is deemed to have issued or sold, any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common Stock or options Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to employees, officers, directors, or consultants a limitation of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares 15% of Common Stock outstanding as of the Issuance Date, (ii) issued and outstanding on pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equity holders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the public filing and declaration of effectiveness of any registration statement in connection therewith within six months after such transaction or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while From the Holder holds in excess of 50% of date hereof until two (2) years after the total number of shares of Warrant Stock available hereunder as of Issuance Date or (b) the Issue Datedate there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues or sells sells, or, in accordance with this Section 3(f), is deemed to have issued or sold, any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than an Exempt Issuance (excluding any Excluded Securities (as defined below), ) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt IssuanceExcluded Securities” shall mean the means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (ai) shares under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying Common Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 15% of Common Stock or options to employees, officers, directors, or consultants outstanding as of the Company Issuance Date, (ii) issued pursuant to any stock agreements, Options, restricted share units, Convertible Securities or option plan duly adopted for such purpose by a majority Adjustment Rights (as defined below) existing as of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warranthereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exerciseexercise price, exchange price or conversion price of such securities; and , (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person Person (or to the equityholders of a Person) which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and in which shall provide to the Company receives additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities., or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing, the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any shares of Common Stock (including the issuance or securities convertible into sale of Common Stock owned or exercisable held by or for Common Stock, other than an Exempt Issuance (as defined below), the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal (and in no event increased) to the New Issuance Price. price per share of Common Stock as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula: A= The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B= The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share of Common Stock equal to employees, officers, directors, or consultants EP1. C= The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. EP1= The Exercise Price in effect immediately prior to a Dilutive Issuance. EP2= The Exercise Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in no event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date Floor Price for each such share of this Warrant Common Stock so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 2(c)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable:

Adjustment Upon Issuance of Common Stock. If at any time while If, during the Holder holds Restricted Period (as defined in excess of 50% of the total number of shares of Warrant Stock available hereunder as of the Issue DateSecurities Purchase Agreement), the Company issues effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or sells in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any shares Common Stock (including the issuance or sale of Common Stock owned or securities convertible into held by or exercisable for Common Stock, other than an Exempt Issuance (as defined below), the account of the Company) issued or sold or deemed to have been issued or sold) for a consideration, conversion price or exercise price consideration per share of Common Stock (each, the “New Issuance Price”) less than a price equal to the Warrant Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Exercise Price then in effect is referred to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after as the date hereof“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Exercise Price then in effect shall be reduced to an amount equal (and in no event increased) to the New Issuance Price. price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula: A= The total number of Warrant Shares with respect to which this Warrant, “Exempt Issuance” shall mean the issuance Warrant may be exercised. B= The total number of (a) shares of Common Stock that would be issued or options issuable under the Dilutive Issuance if issued at a per share equal to employees, officers, directors, or consultants EP1. C= The total number of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock actually issued and outstanding on or issuable under the date of this WarrantDilutive Issuance. EP1= The Exercise Price in effect immediately prior to a Dilutive Issuance. EP2= The Exercise Price immediately after such Dilutive Issuance; provided, provided however, that such securities price shall in no event be less than $0.01 per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without consideration, then the Company shall be deemed to have not been amended since received the date of this Warrant Floor Price for each such share so issued or deemed to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority be issued. For all purposes of the disinterested directors of foregoing (including, without limitation, determining the Companyadjusted Exercise Price and consideration per share under this Section 2(b)), provided that any such issuance the following shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.applicable: