Common use of Adjustments to Conversion Price Clause in Contracts

Adjustments to Conversion Price. (1) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (2) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares. (3) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Board of Directors of the Borrower determines in good faith that such Capital Shares are not being issued for consideration lower than the Current Market Price on the date of such issuance, for so long as the obligations under the Note are outstanding, if the Borrower issues and sells pursuant to an exemption from registration under the Securities Act (1A) In the event ATS should Common Shares at any time or from time to time after a purchase price on the date of issuance hereof and prior to thereof that is lower than the Maturity Date fix a record date for the effectuation of a split Conversion Price, (B) warrants or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or options with an exercise thereof), then, as of such record date (or price on the date of issuance thereof that is lower than the Conversion Price for the Holder on such dividend distributiondate, split except for warrants or subdivision if no record options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Borrower, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date is fixed)of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price shall be reduced by an amount equal to the amount by which the purchase price, exercise price or exchange price, as applicable, is lower than the Conversion Price or Current Market Price, as applicable, multiplied by a fraction the denominator of which is the outstanding principal amount of this Note shall be appropriately decreased so that at the time of the adjustment and the numerator of which is the sum of (A) the aggregate number of shares (i) Common Shares, in the case of (A) above, (ii) Common Stock issuable upon conversion Shares into which the warrants or options are exchangeable into, in the case of this Note shall be increased (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in proportion to such increase the case of outstanding shares. (2C) In above, multiplied by (B) the event ATS should at any time or from time to time after the date of issuance hereof and prior Conversion Price, in each case, with a maximum adjustment equal to the Maturity Date if the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective date of applicable discount triggering such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares. (3) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based8.

Adjustments to Conversion Price. (1a) In the event ATS the Company should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (2b) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares. (3c) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 48, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is basedbased and a copy of its audited financial statements for such fiscal year.

Adjustments to Conversion Price. The Conversion Price of the Series B Preferred Stock shall be subject to adjustment from time to time as follows: (1i) In the event ATS should the Corporation should, at any time or from time to time after the date upon which any shares of issuance hereof and prior to Series B Preferred Stock were first issued (the Maturity Date “Purchase Date”), fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "“Common Stock Equivalents"”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note the Series B Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable upon on conversion of this Note each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding sharesand those issuable with respect to such Common Stock Equivalents. (2ii) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note the Series B Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof of each share of such series shall be decreased in proportion to such decrease in outstanding shares. (3) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. (1a) In the event ATS the Company should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. Additionally, if the Company sells any shares (or issues securities with conversion rights) within the next 18 months at prices below a $0.35/share conversion price, the Holder’s conversion price then is fixed at the same price as the conversion price of the subsequent offerings. (2b) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares. (3c) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 48, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. (1a) In the event ATS should the Corporation at any time or from time to time after effects a subdivision or combination of its outstanding Common Stock into a greater or lesser number of shares without a proportionate and corresponding subdivision or combination of its outstanding Preferred Stock, then and in each such event the date respective Conversion Price of issuance hereof and prior each outstanding series of Preferred Stock shall be decreased or increased proportionately. (b) In the event the Corporation at any time or from time to the Maturity Date time shall make or issue, or fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive receive, a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") convertible into or entitling the holder thereof to receive additional shares of Common Stock without payment of any consideration by such holder for such Common Stock Equivalents or the additional shares of Common Stock or Stock, then and in each such event the Common Stock Equivalents maximum number of shares (including as set forth in the additional shares instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable in payment of such dividend or distribution or upon conversion or exercise thereof)of such Common Stock Equivalents shall be deemed to be issued and outstanding as of the time of such issuance or, thenin the event such a record date shall have been fixed, as of the close of business on such record date (or date. In each such event, the date Conversion Price shall be proportionately decreased as of the time of such dividend distributionissuance or, split or subdivision if no in the event such a record date shall have been fixed, as of the close of business on such record date. (c) If at any time after the first date on which a share of Series A Preferred Stock is fixedfirst issued ("Series A Original Issue Date"), Series B Preferred Stock is first issued ("Series B Original Issue Date"), or Series C Preferred Stock is first issued ("Series C Original Issue Date"), the Corporation shall issue or sell Equity Securities, as defined in subsection (A) below, at a consideration per share (the "Lower Price") less than the Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock Conversion Price, as applicable, in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Conversion Price of this Note each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, as applicable, shall be appropriately decreased so that adjusted to a price (calculated to the nearest cent) determined by: (i) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock Conversion Price, as applicable, (y) the number of shares of Common Stock issuable upon conversion or exchange of this Note shall be increased in proportion any obligations or of any shares of stock of the Corporation outstanding immediately prior to such increase of outstanding shares.issue or sale multiplied by the then existing Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock Conversion Price, as applicable, and (z) an amount equal to the aggregate "consideration actually received" by the Corporation upon such issue or sale, divided by (2ii) In the event ATS should at any time or from time to time after the date of issuance hereof and prior an amount equal to the Maturity Date if sum of the number of shares of Common Stock outstanding at any time immediately after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective date of such combination, the Conversion Price for this Note shall be appropriately increased so that issue or sale and the number of shares of Common Stock issuable on upon conversion or exchange of any obligations or of any shares of stock of the Corporation outstanding immediately prior to such issue or sale and the additional shares of Common Stock issued and/or issuable upon conversion or exchange of the Equity Securities issued in such issuance or sale. For purposes hereof the following provisions shall be decreased in proportion applicable: (A) The term "Equity Securities" shall mean any shares of Common Stock, or any other security of the Corporation convertible into or exchangeable for Common Stock, except for (1) up to such decrease in outstanding shares. 9,014,309 shares of Common Stock issued or issuable, after the Series A Original Issue Date, to officers, directors, full time employees or consultants of the Corporation pursuant to stock grant, stock purchase and/or stock option plans or any other stock incentive program, agreement or arrangement approved by the Board of Directors, (2) securities issued pursuant to the acquisition of all or part of another company by the Corporation by merger or other reorganization, or by the purchase of all or part of the assets of another company, pursuant to a plan, agreement or arrangement approved by the Board of Directors, (3) Upon shares issued pursuant to subsection 4(a) or 4(b) of this Article III, (4) Common Stock and/or Preferred Stock issuable upon exercise, conversion or exchange of warrants to purchase Common Stock or Preferred Stock issued in connection with a bank line or equipment financing approved by the occurrence Board of each adjustment Directors, (5) shares of Common Stock and/or Preferred Stock reissued by the Corporation following repurchase of such shares pursuant to any restricted stock purchase agreement, and (6) shares of Common Stock issued upon conversion of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is basedPreferred Stock.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (1i) In the event ATS should the Corporation should, at any time or from time to time after the date upon which any shares of issuance hereof and prior to Series C Preferred Stock were first issued (the Maturity Date “Purchase Date”), fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "“Common Stock Equivalents"”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon on conversion of this Note each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding sharesand those issuable with respect to such Common Stock Equivalents. (2ii) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof of each share of such series shall be decreased in proportion to such decrease in outstanding shares. (3) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows: (1i) In the event ATS should the Corporation should, at any time or from time to time after the date upon which any shares of issuance hereof and prior to Series A Preferred Stock were first issued (the Maturity Date “Purchase Date”), fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "“Common Stock Equivalents"”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note the Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable upon on conversion of this Note each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding sharesand those issuable with respect to such Common Stock Equivalents. (2ii) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note the Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof of each share of such series shall be decreased in proportion to such decrease in outstanding shares. (3) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based.

Adjustments to Conversion Price. (1a) In the event ATS the Company should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares. (2b) In the event ATS should at any time or from time to time after the date of issuance hereof and prior to the Maturity Date if If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the effective record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares. (3c) Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4, 6 the Company shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth the facts upon which such adjustment is based. In the case of an adjustment pursuant to Section 10(c), the Company shall furnish to Holder a copy of its audited financial statements for such fiscal year.