Common use of Adjustments for Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustments for Issuance of Additional Shares of Common Stock. In the event the Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, or without consideration, the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price by a fraction: (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the then Exercise Price, and (ii) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; No adjustment of the number of shares of Common Stock shall be made under Section 6(f) upon the issuance of any Additional Shares of Common Stock that are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g).

Adjustments for Issuance of Additional Shares of Common Stock. (A) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (ai) through (ev) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below5(d)) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Conversion Price, or without consideration, the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Conversion Price by a fraction: (i1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the then Exercise Conversion Price, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . No adjustment of the number of shares of Common Stock shall be made under paragraph (A) of Section 6(f5(d)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g5(d)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (i) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) belowissuance date of this Warrant) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Price then in effect or without consideration, then the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (A1) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B2) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (ii) The provisions of paragraph (i) of Section 9(c) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 9). No adjustment of the number of shares of Common Stock Shares for which this Warrant shall be convertible shall be made under Section 6(fthis clause (ii) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to the other provisions of this Section 6(g)9.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event Maker, at any time after the Company Issuance Date, shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below3.6) (the “"Additional Shares of Common Stock”"), at a price per share less than the Exercise Price, applicable Fixed Conversion Price then in effect or without consideration, then the Exercise applicable Fixed Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise applicable Fixed Conversion Price then in effect by a fraction: (i1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the applicable Fixed Conversion Price then Exercise Pricein effect, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . The provisions of this subsection (vi) shall not apply under any of the circumstances for which an adjustment is provided in subsections (i), (ii), (iii), (iv) or (v) of this Section 3.6(a). No adjustment of the number of shares of Common Stock applicable Fixed Conversion Price shall be made under Section 6(fthis subsection (a)(iv) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents Equivalent (as defined below), ) if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (vii) of this Section 3.6(a) or (y) no adjustment was required pursuant to subsection (vii) of this Section 3.6(a). No adjustment of the applicable Fixed Conversion Price shall be made under this subsection (vi) in an amount less than $.005 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.005 per share or more; provided that upon any adjustment of the applicable Fixed Conversion Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities (as defined below) or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.005 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights thereforenearest one-half cent) pursuant in proportion to Section 6(g)the adjustment in the applicable Fixed Conversion Price.

Adjustments for Issuance of Additional Shares of Common Stock. (A) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock common stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) belowissuance date of this Note) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Price then in effect or without consideration, then the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Price then in effect by a fraction: (i) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise Price then Exercise Pricein effect, and (ii) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (B) The provisions of paragraph (A) of Section 5(b) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 5(c). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (A) of Section 6(f5(b) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g5(c).

Adjustments for Issuance of Additional Shares of Common Stock. (i) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) issuance date of this Warrant (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Price then in effect or without consideration, then the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (A1) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B2) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (ii) The provisions of paragraph (i) of Section 9(c) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 9). No adjustment of the number of shares of Common Stock Shares for which this Warrant shall be convertible shall be made under Section 6(fthis clause (ii) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to the other provisions of this Section 6(g)9.

Adjustments for Issuance of Additional Shares of Common Stock. (A) In the event the Company shall shall, at any time prior to the twenty-four (24) month anniversary of the initial Closing Date, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to (i) any of the other Offered Notes (as hereinafter defined) or the other Offered Securities (as hereinafter defined) or (ii) any Common Stock Equivalents (hereafter as hereinafter defined) that have been granted or issued prior to the Issuance Date, or in accordance with Section 6(i) belowissuance date of this Note) (the “Additional Shares of Common Stock”), at a price per share that is less than eighty percent (80%) of the Exercise then applicable Conversion Price, or without consideration, the Exercise Price then in effect upon each such issuance or sale the Conversion Price shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Conversion Price in effect immediately prior to such issuance or sale by a fraction: (i1) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which that the aggregate consideration Aggregate Consideration (as hereinafter defined) for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share equal to the then Exercise PriceConversion Price in effect immediately prior to such issuance or sale, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance or sale of such Additional Shares of Common Stock; No adjustment of the number of shares of Common Stock shall be made under Section 6(f) upon the issuance of any Additional Shares of Common Stock that are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g).

Adjustments for Issuance of Additional Shares of Common Stock. In the event the Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (e) of this Section 6, 3 or pursuant to Common Stock Equivalents (hereafter definedas defined below) granted or issued on or prior to the Issuance Closing Date) (for the avoidance of doubt, or this Section 3(f) shall apply to the issuance and sale of the shares of Common Stock under the Equity Line (as defined in accordance with Section 6(i) belowthe Certificate of Designations)) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise PricePrice then in effect, or without consideration, the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price by a fraction: (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the then Exercise Price, and (ii) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (iii) No adjustment of the number of shares of Common Stock shall be made under this Section 6(f3(f) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3(g).

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price upon each such issuance shall be reduced to a price equal to the per share price paid for such additional shares of Common Stock; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance and sale, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $1.00 per share, then in effect the Conversion Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock Conversion Price shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “"Additional Shares of Common Stock”"), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. In the event the Company shall at any time or from time to time issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (eiv) of this Section 6, 3(c) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Issue Date, or in accordance with Section 6(i) belowother than Excluded Stock (as defined herein) (the “Additional Shares of Common Stock”), at a an effective price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted reduced to that a price (rounded equal to a price equal to the nearest cent) amount determined by multiplying the Exercise Conversion Price by a fraction: : (iA) the numerator of which shall be equal (x) the total number of shares of Common Stock outstanding (including shares of Common Stock issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to the sum such issuance of Additional Shares of Common Stock, plus (Ay) the number of shares of Common Stock outstanding immediately prior to which the net aggregate consideration, if any, received by the Company upon such issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal the Conversion Price in effect immediately prior to the then Exercise Price, and such issuance; and (iiB) the denominator of which shall be equal to the (x) total number of shares of Common Stock outstanding (including shares of Common Stock issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately after the prior to such issuance of such Additional Shares of Common Stock; No adjustment of , plus (y) the number of additional shares of Common Stock shall be made under Section 6(f) upon the issued as part of such issuance of any Additional Shares of Common Stock. “Excluded Stock” shall mean (A) shares of Common Stock that are issued (or issuable upon exercise of rights, options or warrants outstanding from time to time) granted or issued to officers, directors or employees of, or consultants to, the Company pursuant to a stock grant, stock option plan, employee stock purchase plan, restricted stock plan or other similar plan, in each case as approved by the Company’s Board of Directors, (B) shares of Common Stock issued (or issuable upon exercise of any rights, options or warrants outstanding from time to time) granted or other subscription issued to financial institutions, equipment lessors, brokers or purchase rights similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or pursuant to the similar transactions, (C) securities issued in connection with a strategic alliance, acquisition or similar transaction, (D) shares of Common Stock issued (or issuable upon exercise of any conversion rights, options or exchange rights in any Common Stock Equivalents warrants outstanding from time to time) for bona fide services; or (E) shares issued or issuable as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance a result of any warrant stock split, combination, dividend, distribution, reclassification, exchange or other rights therefore) pursuant to Section 6(g)substitution.

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any shares of additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “"Additional Shares of Common Stock”"), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (i) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (ax) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, issuance date of this Warrant or in accordance with Section 6(i(y) belowupon the conversion of a Note) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Price then in effect or without consideration, then the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (A1) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B2) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (ii) The provisions of paragraph (i) of Section 9(c) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 9). No adjustment of the number of shares of Common Stock Shares for which this Warrant shall be convertible shall be made under Section 6(fthis clause (ii) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to the other provisions of this Section 6(g)9.

Adjustments for Issuance of Additional Shares of Common Stock. (A) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) belowissuance date of this Note) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Conversion Price then in effect by a fraction: (i1) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (B) The provisions of paragraph (A) of Section 5(iii) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 5). No adjustment of the number of shares of Common Stock Shares for which this Note shall be convertible shall be made under Section 6(fthis clause (iii) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to the other provisions of this Section 6(g)5.

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any shares of additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”"ADDITIONAL SHARES OF COMMON STOCK"), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect and the Alternative Conversion Price Floor upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price and the Alternative Conversion Price Floor then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus PLUS (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price and the Alternative Conversion Price Floor then Exercise Pricein effect,as applicable, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (A) In the event the Company shall Company, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise other than as provided in the foregoing subsections (a) through (e) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) belowissuance date of this Note) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Conversion Price then in effect by a fraction: (i1) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (B) The provisions of paragraph (A) of Section 3(iii) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 3). No adjustment of the number of shares of Common Stock Shares for which this Note shall be convertible shall be made under Section 6(fthis clause (iii) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to the other provisions of this Section 6(g)3.

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price upon each such issuance shall be reduced to a price equal to the per share price paid for such additional shares of Common Stock; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance and sale, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $0.80 per share, then in effect the Conversion Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock Conversion Price shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. In the event the Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 65(d), pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i5(d)(ix) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Conversion Price, or without consideration, the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Conversion Price by a fraction: (i1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding (including, for purposes of such calculation, shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock) immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the then Exercise Conversion Price, and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding (including, for purposes of such calculation, shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock) immediately after the issuance of such Additional Shares of Common Stock; No adjustment of the number of shares of Common Stock shall be made under Section 6(f5(d)(vi) upon the issuance of any Additional Shares of Common Stock that are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below), if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g5(d)(vii).

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any shares of additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “"Additional Shares of Common Stock”"), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a) (vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a) (vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a) (vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a) (vii).

Adjustments for Issuance of Additional Shares of Common Stock. In If the event Maker, at any time after the Company Issuance Date, shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below3.6) (the “"Additional Shares of Common Stock”"), at a price per share less than the Exercise Price, applicable Fixed Conversion Price then in effect or without consideration, then the Exercise applicable Fixed Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise applicable Fixed Conversion Price then in effect by a fraction: : (i1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock ---- (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the applicable Fixed Conversion Price then Exercise Pricein effect, and and (ii2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . The provisions of this subsection (vi) shall not apply under any of the circumstances for which an adjustment is provided in subsections (i), (ii), (iii), (iv) or (v) of this Section 3.6(a). No adjustment of the number of shares of Common Stock applicable Fixed Conversion Price shall be made under Section 6(fthis subsection (a)(iv) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents Equivalent (as defined below), ) if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (vii) of this Section 3.6(a) or (y) no adjustment was required pursuant to subsection (vii) of this Section 3.6(a). No adjustment of the applicable Fixed Conversion Price shall be made under this subsection (vi) in an amount less than $.005 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.005 per share or more; provided that upon any -------- adjustment of the applicable Fixed Conversion Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities (as defined below) or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.005 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights thereforenearest one-half cent) pursuant in proportion to Section 6(g)the adjustment in the applicable Fixed Conversion Price.

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall Maker, shall, at any time, from time to time, issue or sell any shares of additional shares of Common Stock common stock (otherwise than as provided in the foregoing subsections (ai) through (ev) of this Section 6, 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date, or in accordance with Section 6(i) below) (the “Additional Shares of Common Stock”), at a price per share less than the Exercise Price, Conversion Price then in effect or without consideration, then the Exercise Conversion Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Exercise Conversion Price then in effect by a fraction: (iA) the numerator of which shall be equal to the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then Exercise Pricein effect, and (iiB) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; . (2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of Section 6(f3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock that which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents (as defined below)Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to Section 6(g3.6(a)(vii).