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

Adjustment Upon Issuance of Common Stock. If, during the Restricted Period (as defined in the Securities Purchase Agreement), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement), or in accordance with this Section 2 is deemed to have effected an Subsequent Financing, any Common Stock (including the issuance or sale 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 (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula:

Adjustment Upon Issuance of Common Stock. If, during If and whenever on or after the Restricted Period (as defined in the Securities Purchase Agreement)Initial Exercise Date, the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues or sells, or in accordance with this Section 2 3(b) is deemed to have effected an Subsequent Financingissued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per share as determined New Issuance Price (provided, however, in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If, during If and whenever on or after the Restricted Period (as defined in the Securities Purchase Agreement)Initial Exercise Date, the Company effects an Subsequent Financing grants, issues or sells, (as defined in the Securities Purchase Agreementor enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have effected an Subsequent Financingissued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) New Issuance Price. For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. IfFrom the date hereof until the later of (a) two (2) years after the Issuance Date or (b) the date there are no Qualified Holders (such period, during the Restricted Period (as defined in the Securities Purchase Agreement“Adjustment Period”), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues or sells, or or, in accordance with this Section 2 3(f), is deemed to have effected an Subsequent Financingissued or sold, any shares of Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Companyexcluding any Excluded Securities (as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per New Issuance Price. “Excluded Securities” means any issuance of Common Stock, restricted share as determined in accordance with units, Options and/or Convertible Securities (i) under the following formula: EP2 = EP1 x (A + B) / (A + C) For purposes of the foregoing formula:Company’s current or future equity

Adjustment Upon Issuance of Common Stock. IfIf and whenever on or after the Issuance Date and prior to _____, during 20161 (the Restricted Period (as defined in the Securities Purchase Agreement“Applicable Period”), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues, sells or delivers, or in accordance with this Section 2 4 is deemed to have effected an Subsequent Financingissued, sold or delivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price per share New Issuance Price (as determined defined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) Section 10). For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 4.4), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. IfIf and whenever on or after the Issuance Date and prior to March 8, during 2017 (the Restricted Period (as defined in the Securities Purchase Agreement“Applicable Period”), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues, sells or delivers, or in accordance with this Section 2 4 is deemed to have effected an Subsequent Financingissued, sold or delivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price per share New Issuance Price (as determined defined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) Section 10). For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 4.4), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. IfIf and whenever on or after the date hereof and prior to March 8, during 2017 (the Restricted Period (as defined in the Securities Purchase Agreement“Applicable Period”), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues, sells or delivers, or in accordance with this Section 2 3(c) is deemed to have effected an Subsequent Financingissued, sold or delivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities (as hereinafter defined) issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price per share New Issuance Price (as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) hereinafter defined). For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(c)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If, during If and whenever on or after the Restricted Period (as defined in the Securities Purchase Agreement)Initial Exercise Date, the Company effects an Subsequent Financing grants issues or sells (as defined in the Securities Purchase Agreementor enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have effected an Subsequent Financinggranted, issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Securities granted issued or sold or deemed to have been granted issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per share as determined in accordance with New Issuance Price, provided that the following formula: EP2 = EP1 x (A + B) / (A + C) New Issuance Price shall not be reduced below $[__]. For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(c)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If, during If and whenever on or after the Restricted Period (as defined in the Securities Purchase Agreement)Initial Exercise Date, the Company effects an Subsequent Financing grants, issues or sells, (as defined in the Securities Purchase Agreementor enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have effected an Subsequent Financingissued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company) , but excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Exercise Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) New Issuance Price. For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. IfIf and whenever on or after the Issuance Date and prior to April 15, during 2025 (the Restricted Period (as defined in the Securities Purchase Agreement“Applicable Period”), the Company effects an Subsequent Financing (as defined in the Securities Purchase Agreement)issues, sells or delivers, or in accordance with this Section 2 3 is deemed to have effected an Subsequent Financingissued, sold or delivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company) , but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) Warrant Share less than a price equal to the Exercise Price in effect immediately prior to such issue or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price , as the case may be, then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price per share New Issuance Price (as determined defined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) Section 10). For all purposes of the foregoing formula(including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If, during If and whenever on or after the Restricted Period (as defined in the Securities Purchase Agreement)Subscription Date, the Company effects an Subsequent Financing (as defined in issues, sells, publicly announces the Securities Purchase Agreement)contemplated issuance or sale of, or in accordance with this Section 2 is deemed to have effected an Subsequent Financingissued or sold, any shares of Common Stock (including the issuance, sale or public announcement of the issuance or sale sale, of shares of Common Stock owned or held by or for the account of the Company) issued or sold or , but excluding shares of Common Stock deemed to have been issued or soldsold by the Company in connection with any Excluded Securities) for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to an amount equal to the price per share as determined in accordance with the following formula: EP2 = EP1 x (A + B) / (A + C) New Issuance Price. For purposes of determining the foregoing formulaadjusted Exercise Price under this Section 2(a), the following shall be applicable: