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

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date hereof and prior to the date that is eight months from the date hereof (October [__], 2016) (the “Applicable Period”), the Company issues, sells or delivers, or in accordance with this Section 4 is deemed to have issued, sold or delivered, any Common Stock (including the issuance, sale or 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, sold or delivered) for a consideration per share less than a price equal to the Exercise Price in effect immediately prior to such issuance, sale or delivery or deemed issuance, sale or 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 to the New Issuance Price (as hereinafter defined). For all purposes of the foregoing (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 and whenever on or after the date hereof and prior to the date that is eight months from the date hereof (October [__]March 8, 20162017) (the “Applicable Period”), the Company issues, sells or delivers, or in accordance with this Section 4 is deemed to have issued, sold or delivered, any Common Stock (including the issuance, sale or 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, sold or delivered) for a consideration per share less than a price equal to the Exercise Price in effect immediately prior to such issuance, sale or delivery or deemed issuance, sale or 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 to the New Issuance Price (as hereinafter defined). For all purposes of the foregoing (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 and whenever on or after the date hereof and prior to the date that is eight months from the date hereof (October [__], 2016) (the “Applicable Period”)Closing Date, the Company issues, sells issues or deliverssells, or in accordance with this Section 4 3(c) is deemed to have issued, sold issued or deliveredsold, any shares of Common Stock (including the issuance, issuance or sale or delivery of shares 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 shares of Common Stock deemed to have been issued, issued or sold or deliveredby the Company in connection with any Exempt Issuance) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance, sale or delivery or deemed issuance, sale or delivery lesser of (such i) $10.00 and (ii) the Exercise Price then in effect is referred to as (such price thresholds described in clauses (i) and (ii), collectively, the “Applicable Price”) (the foregoing , and each such issue, sale or deemed issuance or sale, a “Dilutive Issuance”), in issuances and sales conducted for the purpose of raising capital by the Company where the aggregate amount of consideration received by the Company, together with all prior issuances and sales conducted for the purpose of raising capital by the Company on or after the Closing Date that were excluded from this Section 3(c) by this clause, exceeds $500,000, then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (as hereinafter defined)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under As used in this Section 3(c))Warrant, the following terms shall be applicablehave the following meanings:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date hereof and prior to the date that is eight months from one-year anniversary of the date hereof (October [__], 2016) (the “Applicable Period”)this Warrant is issued, the Company issuesgrants, issues or sells (or deliversenters into any agreement to grant, issue or sell), or in accordance with this Section 4 3(b) is deemed to have issued, sold issued or deliveredsold, any shares of Common Stock (including the issuance, issuance or sale or delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities (as hereinafter defined) Exempt Issuances issued or sold or deemed to have been issued, sold issued or deliveredsold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance, issuance or sale or delivery deemed issuance or deemed issuance, sale or delivery (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 to an amount equal to the New Issuance Price (as hereinafter defined)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share the New Issuance Price under this Section 3(c3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date hereof and prior to the date that is eight months from the date hereof (October [__], 2016) (the “Applicable Period”)hereof, the Company issues, sells issues or deliverssells, or in accordance with this Section 4 9 is deemed to have issued, sold issued or deliveredsold, any Common Stock (including the issuance, issuance or sale or 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, sold issued or deliveredsold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in then effect immediately prior to such issuance, sale or delivery or deemed issuance, sale or 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 to the New Issuance Price; provided however that an adjustment of the Exercise Price (as hereinafter defined)pursuant to this Section 9(b) shall not be result in an Exercise Price which is higher than the Exercise Price prior to such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share the New Issuance Price under this Section 3(c9(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date hereof of the Purchase Agreement, and prior to the date that is eight months from Effective Date (as defined in the date hereof (October [__], 2016) (the “Applicable Period”Purchase Agreement), the Company issues, sells sells, publicly announces the contemplated issuance or deliverssale of, or in accordance with this Section 4 3(b) is deemed to have issued, sold issued or deliveredsold, any shares of Common Stock (including the issuance, sale or delivery public announcement of the issuance or sale, of shares 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 shares of Common Stock deemed to have been issued, issued or sold or deliveredby 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 issuance, issuance or sale or delivery deemed issuance or deemed issuance, sale or 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 to an amount equal to the New Issuance Price (as hereinafter defined)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(c)3(b), the following shall be applicable: