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

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant)) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such 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 upon a Triggering Event (as defined in this Warrant), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, grants issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant)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 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 upon a the Triggering Event Date (as defined in this Warrant), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a at all times on and after the Triggering Event occursDate, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventEvent Date). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, Subscription Date applicable to Holder’s purchase of Series A Stock the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 6(e) is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued by the Company in an connection with any Excluded Issuance Securities (as defined in this Warrant)below) for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Conversion Price in effect immediately prior to such granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Conversion Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of shares of Common Stock subject to the Conversion Rights shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Conversion Price in effect immediately prior to such adjustment by the Triggering Event)number of shares of Common Stock acquirable upon exercise of its Conversion Rights immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Conversion Price under this Section 2(b)2(e), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant)) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such 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 upon a Triggering Event (as defined in this Warrant), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event), provided, however, that in no event shall the Exercise Price adjust to a price lower than the Floor Price as a result of this Section 2(b) of this Warrant. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Dilutive Issuance Price”) that is less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance issue or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Exercise Price”) (the foregoing foregoing, a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately following such Dilutive Issuance, the Applicable Exercise Price then in effect shall be reduced to an amount equal to the New Dilutive Issuance Price. Upon each such reduction of the Exercise Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of Warrant Shares issuable immediately prior to such Dilutive Issuance shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Applicable Exercise Price then in effect immediately prior to such reduction by the Triggering Event)number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such reduction and dividing the product thereof by the Exercise Price resulting from such reduction. For all purposes of the foregoing (including, without limitation, determining the adjusted reduced Exercise Price and the New Issuance Price consideration per share under this Section 2(b2(a)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the issue date of this Warrant (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded , but excluding any Exempt Issuance (as defined in this Warrant)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 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 upon a Triggering Event simultaneously with the consummation (as defined in this Warrant)or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after prior to the Issuance Datedate that is two (2) years following the date of the Letter Agreement, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded , but excluding any Exempt Issuance (as defined in this Warrant)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 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 upon a Triggering Event simultaneously with the consummation (as defined in this Warrant)or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any securities contemplated in clauses (a), (b) or (other than in an Excluded Issuance d) of the definition of “Exempt Issuance” (as defined in this Warrant)the Purchase Agreement) 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 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 upon a Triggering Event (as defined in this Warrant)such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (sells, announces any offer, sale, or enters into any agreement to grant, issue or sell)other disposition of, or in accordance with this Section 2 3(b) is deemed to have granted, issued or soldsold (or makes an announcement regarding the same), any shares of Common Stock and/or Common Stock Equivalents (including the issuance of shares of Common Stock upon conversion of the Debentures and the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded , but excluding any Exempt Issuance (as defined in this Warrant)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 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 upon a Triggering Event (as defined in this Warrant)such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for and the avoidance number of doubt, if a Triggering Event occurs, the Holder Warrant Shares issuable hereunder shall be entitled increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred aggregate Exercise Price prior to the Triggering Event)such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, Subscription Date the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued by the Company in an connection with any Excluded Issuance (as defined in this Warrant)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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to an amount obtained by dividing the New Exercise Price in effect immediately prior to such Dilutive Issuance Price (for the avoidance of doubt, if by a Triggering Event occursfraction, the Holder numerator of which shall be entitled the product of (i) the total number of shares of Common Stock outstanding immediately after such Dilutive Issuance multiplied by (ii) the Exercise Price on the date of such Dilutive Issuance, and the denominator of which shall be an amount equal to the rights hereunder for each sum of (a) the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance that occurred on or after multiplied by such Exercise Price plus (b) the Issuance Date aggregate consideration received by the Company (including but not limited to each determined as provided below) for such Dilutive Issuance that occurred prior to the Triggering Event)Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant)) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for Price. Notwithstanding anything express or implied in the avoidance foregoing provisions of doubtthis Section 2(b) to the contrary, if a Triggering Event occurs, the Holder no adjustments shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on made, paid or issued under this Section 3(b) at any time (including, without limitation, at any time after the Issuance Date Company has obtained Shareholder Approval) in respect of any Excluded Securities (including but not limited to each Dilutive Issuance that occurred prior to as defined in the Triggering EventNote) (“Excluded Securities”). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date until the Expiration Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 2(b) is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (” and the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, if lower, the Exercise Price then in effect shall be reduced to an amount equal to the lesser of (1) the New Issuance Price and (2) 115% of the lowest VWAP of a share of Common Stock on any Trading Day during the five (5) Trading Day period immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred such public announcement is released prior to the Triggering Eventopening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five (5) Trading Day period). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance date of the Purchase Agreement until the Trading Day immediately following the consummation of the first Public Offering following the Initial Exercise Date, the Company grantsCompany, other than in an Exempt Issuance, grants issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant), 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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and ----------------------------------------------------- whenever on or after the Issuance Date, Date the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued by the Company in an connection with any Excluded Issuance Securities (as defined in this Warrant)the SEA Securities) for a consideration per share (the “New Issuance Price”"NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect NTR 5/14/2007 immediately prior to such granting, issuance issue 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”"DILUTIVE ISSUANCE"), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of Warrant Shares shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Exercise Price in effect immediately prior to such adjustment by the Triggering Event)number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate Shareholder Approval is obtained and deemed effective, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant), 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 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. In the event a Dilutive Issuance occurs prior to the date Shareholder Approval is obtained and deemed effective, upon Shareholder Approval the Applicable Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled reduced to an amount equal to the rights hereunder for each New Issuance Price based on such Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred occurs prior to Shareholder Approval. Notwithstanding the Triggering Event)foregoing, the Applicable Price shall not be reduced to an amount less than $0.258. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding any securities contemplated in an Excluded Issuance the definition of “Exempt Issuance” (as defined in this Warrant)the Purchase Agreement) 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 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 upon a Triggering Event (as defined in this Warrant)such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price provided that the New Issuance Price shall not be less than $0.05 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventUnderwriting Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever during the period beginning on or after the Issuance Datedate of the Purchase Agreement and ending, and including, the Uplisting Date (as defined in the Notes), the Company grantspublicly announces, issues or sells (or sells, enters into any a definitive agreement pursuant to grant, which the Company is required to issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued or sold by the Company in an Excluded connection with any Exempt Issuance (as defined in this Warrant)the Purchase Agreement) 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 grantingpublic announcement, issue or sale or deemed issuance or sale or deemed granting, issuance or sale (entry into such Exercise Price then in effect is referred to herein as the “Applicable Price”) a definitive binding agreement (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)then, immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of Warrant Shares shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Exercise Price in effect immediately prior to such adjustment by the Triggering Event)number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)3(b), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after from the Issuance Date and until the two year anniversary of the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance Securities (as defined in this Warrant)the Certificate of Designation) 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 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to “EP1” below (provided, however, the New Exercise Price shall not be reduced as set forth below with respect to a Dilutive Issuance in which the Holder has participated): OB + (AC / EP) EP1 = EP x _________________ OA EP = the Exercise Price (for in effect immediately prior to such Dilutive Issuance OB = the avoidance number of doubtshares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance AC = the consideration, if a Triggering Event occursany, received by the Holder shall be entitled to the rights hereunder for each Company upon such Dilutive Issuance that occurred on or OA = the number of shares of Common Stock Deemed Outstanding immediately after the Issuance Date (including but not limited to each such Dilutive Issuance that occurred prior to the Triggering Event)Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 2(b)), the following shall be applicableapply:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price provided that the New Issuance Price shall not be less than $1.75 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventUnderwriting Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Notwithstanding the foregoing, no adjustment pursuant to this Section 2(b) shall occur with respect to any reduction in the exercise price of any Series B-1 Warrant or B-2 Warrant, as applicable, to an Adjustment Price (for as defined in the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance applicable Series B-1 Warrant and/or Series B-2 Warrant) following an Adjustment Date (including but not limited to each Dilutive Issuance that occurred prior to as defined in the Triggering Eventapplicable Series B-1 Warrant and/or Series B-2 Warrant). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Issue Date, the Company Company, directly or indirectly, grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant), but excluding 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 grantinggrant, issuance or sale or deemed grantinggrant, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Applicable Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the New Issuance Price shall not be less than $[___] (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventPurchase Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price provided that the New Issuance Price shall not be less than $[*] (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventUnderwriting Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Purchase Agreement, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued by the Company in an Excluded Issuance (as defined in this Warrant)) connection with any Exempt Issuance, 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to and only reduced by multiplying the New Issuance Exercise Price (for the avoidance of doubt, if by a Triggering Event occursfraction, the Holder shall be entitled to numerator of which is the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred number of shares of Common Stock issued and outstanding immediately prior to the Triggering Event)Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the then Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, Subscription Date the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued by the Company in an connection with any Excluded Issuance (as defined in this Warrant)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 granting, issuance issue or sale or deemed granting, issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect is referred shall be reduced to herein as an amount equal to an amount obtained by dividing the “Applicable Price”Exercise Price in effect immediately prior to such Dilutive Issuance by a fraction, the numerator of which shall be the product of (i) the total number of shares of Common Stock outstanding immediately after such Dilutive Issuance multiplied by (ii) the foregoing a “Exercise Price on the date of such Dilutive Issuance”), then upon a Triggering Event and the denominator of which shall be an amount equal to the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance multiplied by such Exercise Price plus (b) the aggregate consideration received by the Company (determined as provided below) for such Dilutive Issuance. Notwithstanding the foregoing, if the Post-Closing Equity Financing (as defined in this Warrant)the Amendment) and/or any warrants issued therewith constitutes a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each such Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Securities Purchase Agreement, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including 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 and any shares of Common Stock issued (or deemed issued) (other than to any holder of SPA Warrants in an Excluded Issuance a Subsequent Placement (as defined in this Warrantthe Securities Purchase Agreement), 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance of this Warrant (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded , but excluding any Exempt Issuance (as defined in this Warrant)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 then in effect immediately prior to such 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 upon a Triggering Event simultaneously with the consummation (as defined in this Warrant)or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to 100% of the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date until the date that is the second (2nd) anniversary of the Registration Date, inclusive, except for the issuance or deemed issuance of Excluded Securities, the Company grantspublicly announces, issues or sells (or sells, enters into any a definitive, binding agreement pursuant to grant, which the Company is required to issue or sell)sell or, or in accordance with this Section 2 2(a), is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding, for the avoidance of doubt, shares of Common Stock deemed to have been issued or sold by the Company in an connection with any Excluded Issuance (as defined in this Warrant)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 grantingpublic announcement, issue or sale or deemed issuance or sale or deemed grantingentry into such a definitive, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) binding agreement (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price provided that the New Issuance Price shall not be less than $[ ]2 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventUnderwriting Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(e) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding any securities contemplated in an Excluded Issuance the definition of “Exempt Issuance” (as defined in this Warrant)the Purchase Agreement, but disregarding the first proviso in clause (c) of the definition thereof) or “Permitted Sales” (as defined in the Purchase Agreement) 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 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 upon a Triggering Event such Dilutive Issuance (as defined in this Warrantor, if earlier, at the time of the announcement of such Dilutive Issuance), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, Second Closing Date (as defined in the Securities Purchase Agreement) the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than , but excluding shares of Common Stock deemed to have been issued or sold by the Company in an connection with any Excluded Issuance (as defined in this Warrant)) 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of Warrant Shares issuable immediately prior to such Dilutive Issuance shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Exercise Price then in effect immediately prior to such adjustment by the Triggering Event)number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, issued or sold, any shares of Common Stock Shares (including the issuance or sale of shares of Common Stock Shares owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance (as defined in this Warrant)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 granting, issuance or sale or deemed granting, granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price provided that the New Issuance Price shall not be less than $[●] (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering EventUnderwriting Agreement). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded , but excluding any Exempt Issuance (as defined in this Warrant)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 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 upon a Triggering Event simultaneously with the consummation (as defined in this Warrant)or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (and, for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each any Dilutive Issuance that occurred on or occurs from the Initial Exercise Date until the two and one-half (2.5) year anniversary of the Initial Exercise Date, the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the Issuance Date (including but not limited decrease in the Exercise Price, shall be equal to each Dilutive Issuance that occurred the aggregate Exercise Price prior to the Triggering Event)such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Securities Purchase Agreement, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an , but excluding any Excluded Issuance Securities (as defined in this Warrant)the Securities Purchase Agreement) 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to “EP1” below: OB + (AC / EP) EP1 = EP x _________________ OA EP = the New Exercise Price in effect immediately prior to such Dilutive Issuance Price OB = the number of shares of Common Stock Deemed Outstanding (for as defined below) immediately prior to such Dilutive Issuance AC = the avoidance of doubtconsideration, if a Triggering Event occursany, received by the Holder shall be entitled to the rights hereunder for each Company upon such Dilutive Issuance that occurred on or OA = the number of shares of Common Stock Deemed Outstanding immediately after the Issuance Date (including but not limited to each such Dilutive Issuance that occurred prior to the Triggering Event)Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance DateSubscription Date and through December 31, 2016, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, or the Company publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or sold, or in accordance with this Section 2(a) is deemed to have been issued or sold, by the Company (other than x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an Excluded Issuance equivalent amount pursuant to Section 3 and (as defined in this Warrantz) adjusting the Conversion Price pursuant to Section 2(d)) ), 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (for the avoidance of doubt, if a Triggering Event occurs, the Holder shall be entitled to the rights hereunder for each Dilutive Issuance that occurred on or after the Issuance Date (including but not limited to each Dilutive Issuance that occurred prior to the Triggering Event)Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Securities Purchase Agreement, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) (other than in an Excluded Issuance (as defined in this Warrant), 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 granting, issuance issue 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 upon a Triggering Event (as defined in this Warrant)immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced reduced, and only reduced, to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price (for the avoidance of doubt, if a Triggering Event occurshereunder, the Holder number of Warrant Shares shall be entitled adjusted to the rights hereunder for each Dilutive Issuance that occurred on or after number of shares of Common Stock determined by multiplying the Issuance Date (including but not limited to each Dilutive Issuance that occurred Exercise Price in effect immediately prior to such adjustment by the Triggering Event)number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 2(b)), the following shall be applicable: