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

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtained, the Company issues or sells, or in accordance with this Section 5 is deemed to have 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 Exempt Issuance 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 Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and consideration per share under this Section 5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedof the Purchase Agreement, the Company issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 5 3(b) is deemed to have 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 Exempt Issuance 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 Conversion Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share the New Issuance Price under this Section 5(e3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedIssuance Date, the Company issues or sells, or in accordance with this Section 5 3(b) is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D where “A” equals the New Issuance Price. For all purposes number of shares of Common Stock outstanding, including the foregoing (includingAdditional Shares deemed to be issued hereunder, without limitation, determining immediately preceding the adjusted Conversion Price and consideration per share under this Section 5(e)), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedIssuance Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to the New Issuance Pricelowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e)2(b), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable If, at any time and from time to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) time from and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval Date and while this Warrant is obtainedoutstanding (the “Adjustment Period”), the Company issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 5 3(f) is deemed to have 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 Exempt Issuance 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 Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to the greater of (i) the New Issuance Price and (ii) the Floor Price. “Floor Price” means $[ ]2 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events). For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e3(f)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 5 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the grant, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance 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 Conversion Exercise Price in effect immediately prior to such issue grant, issuance or sale or deemed grant, issuance or sale (such Conversion 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 Conversion Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share the New Issuance Price under this Section 5(e2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtained, the Company issues or sellssells (or enters into any agreement to issue or sell), or in accordance with this Section 5 3 is deemed to have 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 Exempt Issuance Securities issued or sold or deemed to have been issued or soldsold in an Exempt Issuance, as defined in the Purchase Agreement) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion 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 Conversion Applicable Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share the New Issuance Price under this Section 5(e3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced reduced, subject to the provisions of Section 2(a)(vi) hereto, to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company issues issues, sells, publicly announces the contemplated issuance or sellssale of, or in accordance with this Section 5 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance, sale or 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 Exempt Issuance 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 Conversion Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion 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 Conversion Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share the New Issuance Price under this Section 5(e2(c)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtained, the Company issues or sells, or in accordance with this Section 5 is deemed to have issued or sold, any shares of Common Stock (including (i) the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, and (ii) all issuances or sales of shares to the Purchaser pursuant to all prior agreements between the Company and Purchaser, including but not limited to conversion of notes and exercise of warrants previously issued to Purchaser, but excluding any Exempt Issuance 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 Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and consideration per share under this Section 5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedof the Securities Purchase Agreement until the Expiration Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance Issuances (as defined in 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 Conversion Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount equal to greater of (i) the New Issuance PricePrice and (ii) $0.15. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to the New Issuance Pricelowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedInitial Exercise Date, the Company issues or sells, or in accordance with this Section 5 3 is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the New Issuance Price. For all purposes number of shares of Common Stock outstanding, including the foregoing (includingAdditional Shares deemed to be issued hereunder, without limitation, determining immediately preceding the adjusted Conversion Price and consideration per share under this Section 5(e)), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance shares of Common Stock issued or sold or deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to the New Issuance Pricelowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable If, at any time and from time to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) time from and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval Date and while this Warrant is obtainedoutstanding (the “Adjustment Period”), the Company issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 5 3(f) is deemed to have 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 Exempt Issuance 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 Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to the greater of (i) the New Issuance Price and (ii) the Floor Price. “Floor Price” means $0.06 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events). For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e3(f)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedSubscription Date, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale (or deemed issuance or sale) of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance shares of Common Stock issued or sold (or deemed to have been issued or sold) 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 Conversion Market Price in effect per share of the Common Stock immediately prior to such issue issuance or sale (or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”sale) (the foregoing a “"Dilutive Issuance”"), then immediately after upon such Dilutive Issuance, the Conversion Price then in effect number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such Dilutive Issuance shall be reduced increased (but in no event decreased) to a number of Warrant Shares equal to the New product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such Dilutive Issuance Price. For all purposes of the foregoing by a fraction (including, without limitation, determining the adjusted Conversion Price and consideration per share under this Section 5(e)), the following which shall in no event be applicable:less than one):

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedIssue Date, the Company issues or sells, or in accordance with this Section 5 6 is deemed to have 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 Exempt Issuance Excluded 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 Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Exercise Price”) (the foregoing foregoing, a “Dilutive Issuance”), then immediately after following such Dilutive Issuance, the Conversion Applicable Exercise Price then in effect shall be reduced to the New Dilutive Issuance Price; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion reduced Exercise Price and consideration per share under this Section 5(e2(a)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedof the Securities Purchase Agreement, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 (x) any Exempt Issuance Excluded Securities (as defined in the Securities Purchase Agreement) and (y) any Additional Excluded Securities), issued or sold or deemed to have been issued or sold) sold for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedIssuance Date, the Company issues or sells, or in accordance with this Section 5 3(b) is deemed to have 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 Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the New Issuance Price. For all purposes number of shares of Common Stock outstanding, including the foregoing (includingAdditional Shares deemed to be issued hereunder, without limitation, determining immediately preceding the adjusted Conversion Price and consideration per share under this Section 5(e)), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date hereof, and after Stockholder Approval is obtainedof the Securities Purchase Agreement, the Company issues or sells, or in accordance with this Section 5 2 is deemed to have 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 Exempt Issuance Excluded Securities and any shares of Common Stock issued (or deemed issued) to any holder of SPA Warrants in a Subsequent Placement (as defined in 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 Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Exercise Price and consideration per share under this Section 5(e2(b)), the following shall be applicable: