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 Maker or any Subsidiary shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) issue or sell any additional shares of Common Stock or Common Stock Equivalents (“Additional Shares of Common Stock”), other than (A) as provided in this Note (including the foregoing subsections (i) through (iv) of this Section 4.4(a)), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion Price then in effect or without consideration, (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Base Conversion Price, such issuance shall be deemed to have occurred for less than the Base Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the Trading Day before the issuance or deemed issuance of any Common Stock or Stock Equivalents subject to this Section 4(a)(v), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercised.

Adjustments for Issuance of Additional Shares of Common Stock. In For a period of twelve (12) months following the effective date of the Registration Statement filed under the Registration Rights Agreement (the “Anti-Dilution Period”), in the event the Maker or any Subsidiary Issuer shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (d) of this Section 3 or pursuant to (X) Common Stock Equivalents (as hereafter defined) granted or issued prior to the Original Issue Date or (Y) subsection (f) below) (“Additional Shares of Common Stock”), other than (A) as provided in this Note (including the foregoing subsections (i) through (iv) of this Section 4.4(a)), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to at a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion then-applicable Warrant Price then in effect or without consideration, (such lower price, then the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Base Conversion Price, Warrant Price upon each such issuance shall be deemed reduced to have occurred that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Outstanding Common 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 less than the Base Conversion total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the outstanding Warrant Price on in effect immediately prior to such date issuance; and (2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion Warrant Price shall be reduced and only reduced made upon the issuance of any Additional Shares of Common Stock which are issued pursuant to equal the Base Share Price. Such 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, if any such adjustment shall be previously have been made whenever upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or Stock Equivalents are issued. The Company shall notify upon the Holder, in writing, no later than the Trading Day before the issuance or deemed issuance of any Common Stock warrant or Stock Equivalents subject to this Section 4(a)(vother rights therefore), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercised.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event the Maker or any Subsidiary shall Company, at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) issuance of this Warrant, shall issue or sell any additional shares of Common Stock or Common Stock Equivalents (“Additional Shares of Common Stock”), other Stock (otherwise than (A) as provided in this Note (including the foregoing subsections (iSections 5(a) through (ivand 5(c) of this Section 4.4(a)), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted or issued under any Equity Plan), (Babove) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to at a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion applicable Warrant Exercise Price then in effect or without consideration, (such lower price, then the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Base Conversion Price, applicable Warrant Exercise Price upon each such issuance shall be deemed adjusted to have occurred that price (rounded to the nearest cent) determined by multiplying the applicable Warrant Exercise Price then in effect 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 less than the Base Conversion total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the applicable Warrant Exercise Price on then in 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 date Additional Shares of Common Stock. The provisions of this Section 5(d)(iii) shall not apply under any of the Dilutive Issuance at such effective pricecircumstances for which an adjustment is provided in Sections 5(a), then simultaneously with 5(b) or 5(c) above. No adjustment of the consummation of each Dilutive Issuance the Base Conversion applicable Warrant Exercise Price shall be reduced and only reduced to equal made under this Section 5(d) upon the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the Trading Day before the issuance or deemed issuance of any Additional Shares of Common Stock which are issued pursuant to any Options or Stock Equivalents subject Convertible Securities if upon the issuance of such Options or Convertible Securities (x) any adjustment shall have been made pursuant to this Section 4(a)(v), indicating therein the applicable issuance price, 5(d)(ii) above or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice y) no adjustment was required pursuant to this Section 4(a)(v5(d)(iii). No adjustment of the applicable Warrant Exercise Price shall be made under this Section 5(d)(iii) in an amount less than $.01 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 $.01 per share or more; provided, however, that upon any adjustment of the occurrence applicable Warrant Exercise Price as a result of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price dividend or distribution payable in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock Equivalents at into a greater or smaller number of shares, the lowest possible conversion foregoing figure of $.01 per share (or exercise price at which such Securities may figure as last adjusted) shall be converted or exercisedadjusted (to the nearest one-half cent) in proportion to the adjustment in the applicable Warrant Exercise Price.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event the Maker or any Subsidiary shall --------------------------------------------------------------- Maker, at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) , shall issue or sell any additional shares of Common Stock or Common Stock Equivalents (“Additional Shares of Common Stock”), other otherwise than (A) as provided in this Note (including the foregoing subsections (i) through (ivv) of this Section 4.4(a)3.6) (the "Additional Shares of Common Stock"), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to at a Qualified Financing, in any case, at an effective --------------------------------- price per share that is less than the Base applicable Fixed Conversion Price then in effect or without consideration, (such lower price, then the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Base applicable Fixed Conversion Price, Price upon each such issuance shall be deemed adjusted to have occurred for less than that price (rounded to the Base nearest cent) determined by multiplying the applicable Fixed Conversion Price on then in effect by a fraction: (1) 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 date 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 in effect, and (2) 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 Dilutive Issuance at such effective pricecircumstances for which an adjustment is provided in subsections (i), then simultaneously with (ii), (iii), (iv) or (v) of this Section 3.6(a). No adjustment of the consummation of each Dilutive Issuance the Base applicable Fixed Conversion Price shall be reduced and only reduced made under this subsection (a)(iv) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to equal any Common Stock Equivalent (as defined below) if upon the Base Share Priceissuance of such Common Stock 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). Such 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 whenever such 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 Stock Equivalents are issued. The Company shall notify Convertible Securities (as defined below) or the Holderreclassification, in writing, no later than the Trading Day before the issuance subdivision or deemed issuance combination of any Common Stock into a greater or Stock Equivalents subject smaller number of shares, the foregoing figure of $.005 per share (or such figure as last adjusted) shall be adjusted (to this Section 4(a)(v), indicating therein the nearest one-half cent) in proportion to the adjustment in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Fixed Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercisedPrice.

Adjustments for Issuance of Additional Shares of Common Stock. In the event the Maker or any Subsidiary shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) issue or sell any additional shares of Common Stock or Common Stock Equivalents (“Additional Shares of Common Stock”), other than (A) as provided in this Note (including the foregoing subsections (i) through (iv) of this Section 4.4(a)), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted SecuritiesSecurities (as such term is defined in the Purchase Agreement), or (D) pursuant to a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion Price then in effect or without consideration, (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Base Conversion Price, such issuance shall be deemed to have occurred for less than the Base Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the Trading Day before the issuance or deemed issuance of any Common Stock or Stock Equivalents subject to this Section 4(a)(v4.4(a)(v), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v4.4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercised.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event the Maker or any Subsidiary shall Company, at any time or from time to time after the Closing Date of Original Issuance, shall issue any Additional Shares of Common Stock (but whether before as such term is defined below) at a price per share less than the Per Unit Purchase Price, or after without consideration, then the Issuance Dateapplicable Exercise Price in effect immediately prior to such issuance shall automatically be adjusted to that price (rounded to the nearest cent) issue or sell any additional determined by multiplying the applicable Exercise Price then in effect by a fraction, (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding or deemed outstanding pursuant to paragraph (c)(ii) below (the "FULLY DILUTED OUTSTANDING COMMON STOCK") immediately prior to the issuance of such Additional Shares of Common Stock Equivalents 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 Exercise Price then in effect, and (ii) the denominator of which shall be equal to the number of shares of Fully Diluted Common Stock plus the number of such Additional Shares of Common Stock”. Simultaneously with any adjustment in the Exercise Price pursuant to this paragraph (c), other than the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. The provisions of this paragraph (Ac) as shall not apply under any of the circumstances for which an adjustment is provided in paragraphs (a) or (b) above. No adjustment of the applicable Exercise Price shall be made under this Note paragraph (including c) upon the foregoing subsections (i) through (iv) issuance of this Section 4.4(a)), any Additional Shares of Common Stock which are issued pursuant to any Equity Plan rights, options or warrants (including pursuant other than as excluded by paragraph (c)(iii) below) to Common Stock Equivalents granted subscribe for, purchase or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion Price then in effect or without consideration, (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the otherwise acquire either Common Stock or Stock Equivalents so issued shall at any timeConvertible Securities (as such term is defined below) (collectively, whether "OPTIONS") or securities (other than as excluded by operation of purchase price adjustmentsparagraph (c)(iii) below) convertible, reset provisionseither directly or indirectly, floating conversion, exercise into or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive exchangeable for Common Stock at an effective price per share that is less than ("CONVERTIBLE SECURITIES"), if upon the Base Conversion Price, issuance of such issuance Options or Convertible Securities (x) any adjustment shall be deemed have been made pursuant to have occurred for less than the Base Conversion Price on such date paragraph (c)(iii)(B) below or (y) no adjustment was required pursuant to this paragraph (c)(i). No adjustment of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion applicable Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such made under this paragraph (c)(i) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made whenever such at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more; PROVIDED, that upon any adjustment of the applicable Exercise Price as a result of any dividend or distribution payable in Common Stock or Stock Equivalents are issued. The Company shall notify Convertible Securities or the Holderreclassification, in writing, no later than the Trading Day before the issuance subdivision or deemed issuance combination of any Common Stock into a greater or Stock Equivalents subject smaller number of shares, the foregoing figure of $.01 per share (or such figure as last adjusted) shall be adjusted (to this Section 4(a)(v), indicating therein the nearest one-half cent) in proportion to the adjustment in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercisedExercise Price.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event the Maker or any Subsidiary shall Company, at any time or from time to time after the Closing Date of Original Issuance, shall issue any Additional Shares of Common Stock (but whether before as such term is defined below) at a price per share less than the Per Unit Purchase Price, or after without consideration, then the Issuance Dateapplicable Exercise Price in effect immediately prior to such issuance shall automatically be adjusted to that price (rounded to the nearest cent) issue or sell any additional determined by multiplying the applicable Exercise Price then in effect by a fraction, (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding or deemed outstanding pursuant to paragraph (c)(ii) below (the "Fully Diluted Outstanding Common Stock") immediately prior to the issuance of such Additional Shares of Common Stock Equivalents 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 Exercise Price then in effect, and (ii) the denominator of which shall be equal to the number of shares of Fully Diluted Common Stock plus the number of such Additional Shares of Common Stock”. Simultaneously with any adjustment in the Exercise Price pursuant to this paragraph (c), other than the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. The provisions of this paragraph (Ac) as shall not apply under any of the circumstances for which an adjustment is provided in paragraphs (a) or (b) above. No adjustment of the applicable Exercise Price shall be made under this Note paragraph (including c) upon the foregoing subsections (i) through (iv) issuance of this Section 4.4(a)), any Additional Shares of Common Stock which are issued pursuant to any Equity Plan rights, options or warrants (including pursuant other than as excluded by paragraph (c)(iii) below) to Common Stock Equivalents granted subscribe for, purchase or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion Price then in effect or without consideration, (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the otherwise acquire either Common Stock or Stock Equivalents so issued shall at any timeConvertible Securities (as such term is defined below) (collectively, whether "Options") or securities (other than as excluded by operation of purchase price adjustmentsparagraph (c)(iii) below) convertible, reset provisionseither directly or indirectly, floating conversion, exercise into or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive exchangeable for Common Stock at an effective price per share that is less than ("Convertible Securities"), if upon the Base Conversion Price, issuance of such issuance Options or Convertible Securities (x) any adjustment shall be deemed have been made pursuant to have occurred for less than the Base Conversion Price on such date paragraph (c)(iii)(B) below or (y) no adjustment was required pursuant to this paragraph (c)(i). No adjustment of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion applicable Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such made under this paragraph (c)(i) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made whenever such at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more; provided, that upon any adjustment of the applicable Exercise Price as a result of any dividend or distribution payable in Common Stock or Stock Equivalents are issued. The Company shall notify Convertible Securities or the Holderreclassification, in writing, no later than the Trading Day before the issuance subdivision or deemed issuance combination of any Common Stock into a greater or Stock Equivalents subject smaller number of shares, the foregoing figure of $.01 per share (or such figure as last adjusted) shall be adjusted (to this Section 4(a)(v), indicating therein the nearest one-half cent) in proportion to the adjustment in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercisedExercise Price.

Adjustments for Issuance of Additional Shares of Common Stock. In If the event the Maker or any Subsidiary shall Company, at any time or from time to time after the Closing Date of Original Issuance, shall issue any Additional Shares of Common Stock (but whether before as such term is defined below) at a price per share less than the Per Unit Purchase Price, or after without consideration, then the Issuance Dateapplicable Exercise Price in effect immediately prior to such issuance shall automatically be adjusted to that price (rounded to the nearest cent) issue or sell any additional determined by multiplying the applicable Exercise Price then in effect by a fraction, (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding or deemed outstanding pursuant to paragraph (c)(ii) below (the "FULLY DILUTED OUTSTANDING COMMON STOCK") immediately prior to the issuance of such Additional Shares of Common Stock Equivalents 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 Exercise Price then in effect, and (ii) the denominator of which shall be equal to the number of shares of Fully Diluted Common Stock plus the number of such Additional Shares of Common Stock”. Simultaneously with any adjustment in the Exercise Price pursuant to this paragraph (c), other than the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. The provisions of this paragraph (Ac) as shall not apply under any of the circumstances for which an adjustment is provided in paragraphs (a) or (b) above. No adjustment of the applicable Exercise Price shall be made under this Note paragraph (including c) upon the foregoing subsections (i) through (iv) issuance of this Section 4.4(a)), any Additional Shares of Common Stock which are issued pursuant to any Equity Plan rights, options or warrants (including pursuant other than as excluded by paragraph (c)(iii) below) to Common Stock Equivalents granted subscribe for, purchase or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to a Qualified Financing, in any case, at an effective price per share that is less than the Base Conversion Price then in effect or without consideration, (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the otherwise acquire either Common Stock or Stock Equivalents so issued shall at any timeConvertible Securities (as such term is defined below) (collectively, whether "OPTIONS") or securities (other than as excluded by operation of purchase price adjustmentsparagraph (c)(iii) below) convertible, reset provisionseither directly or indirectly, floating conversion, exercise into or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive exchangeable for Common Stock at an effective price per share that is less than ("CONVERTIBLE SECURITIES"), if upon the Base Conversion Price, issuance of such issuance Options or Convertible Securities (x) any adjustment shall be deemed have been made pursuant to have occurred for less than the Base Conversion Price on such date paragraph (c)(iii)(B) below or (y) no adjustment was required pursuant to this paragraph (c)(i). No adjustment of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Base Conversion applicable Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such made under this paragraph (c)(i) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made whenever such at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more; provided, that upon any adjustment of the applicable Exercise Price as a result of any dividend or distribution payable in Common Stock or Stock Equivalents are issued. The Company shall notify Convertible Securities or the Holderreclassification, in writing, no later than the Trading Day before the issuance subdivision or deemed issuance combination of any Common Stock into a greater or Stock Equivalents subject smaller number of shares, the foregoing figure of $.01 per share (or such figure as last adjusted) shall be adjusted (to this Section 4(a)(v), indicating therein the nearest one-half cent) in proportion to the adjustment in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(a)(v), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercisedExercise Price.