Common use of Calculation and Adjustment of Exercise Quantity Clause in Contracts

Calculation and Adjustment of Exercise Quantity. The Company acknowledges that the initial Exercise Quantity was calculated based upon an intention that the full exercise of the Warrant would result in the Holder obtaining shares of Common Stock constituting 6.2893% (the "Applicable Percentage") of the Company's Common Stock and options, warrants (including the Warrants), convertible securities, securities and other rights (in each case whether now existing or hereafter issued or arising) to acquire from the Company shares of Common Stock ("Common Stock Equivalents") outstanding as of the date of exercise of the Warrant (based on Five Million Two Hundred Fifteen Thousand (5,215,000) shares of Common Stock issued or reserved for issuance upon conversion of outstanding Common Stock Equivalents as of the date hereof). It is the intent of the parties hereto that after giving effect to the exercise in full of the Warrants, the Holder's share ownership of the Common Stock will be equal to the Applicable Percentage. The Exercise Quantity shall be adjusted upon each additional issuance of shares of Common Stock or Common Stock Equivalents in order to maintain the Applicable Percentage. Notwithstanding the foregoing, neither the Exercise Quantity nor the Exercise Price shall be adjusted pursuant to this Section 7(a) as a consequence of (i) an issuance of Common Stock or Common Stock Equivalents at an issuance price per share greater than or equal to the then current Exercise Price, (ii) a grant of Common Stock Equivalents at a conversion or exercise price per share greater than or equal to the then current Exercise Price, (iii) an issuance of shares in connection with the Company's underwritten initial public offering of its Common Stock, or any issuances of Common Stock or Common Stock Equivalents subsequent to such offering, or (iv) the issuance or exercise of a warrant to purchase 50,000 shares of Common Stock pursuant to any license agreement involving the Company and Cumberland relating to a sports drink product.

Calculation and Adjustment of Exercise Quantity. The Company ----------------------------------------------- acknowledges that the initial Exercise Quantity was calculated based upon an intention that the full exercise of the Warrant would result in the Holder Bank Holders obtaining shares of Common Stock constituting 6.28930.1849% (the "Applicable Percentage") of the Company's Common Stock and Stock, options, warrants (including the Warrants), convertible securities, securities and other rights (in each case whether now existing or hereafter issued or arising) to acquire from the Company shares of Common Stock ("Common Stock Equivalents") outstanding as of the date of exercise of the Warrant (based on Five Ninety-One Million Two Nine Hundred Fifteen Thirty-Nine Thousand Nine Hundred Fifty (5,215,00091,939,950) shares of Common Stock currently issued or reserved for issuance upon conversion of outstanding Common Stock Equivalents as of the date hereof). It is the intent of the parties hereto that after giving effect to the exercise in full of the Warrants, the Holder's Bank Holders' share ownership of the Common Stock will be equal to the Applicable Percentage. The Exercise Quantity shall be adjusted upon each additional issuance of shares of Common Stock or Common Stock Equivalents in order to maintain the Applicable Percentage. Notwithstanding the foregoing, neither the Exercise Quantity nor the Exercise Price shall be adjusted pursuant to this Section 7(a) as a consequence of (i) an issuance or grant of Common Stock or Common Stock Equivalents at an issuance issuance, conversion or exercise price per share greater than or equal to the then current Exercise Price, (ii) a an issuance, grant or award of Common Stock or Common Stock Equivalents at a conversion pursuant to any employee compensation plan or exercise price per share greater than program of the Company or equal to its Subsidiaries provided, however, that such additional issuances, grants or awards shall not exceed 10,353,500 shares in the then current Exercise Priceaggregate, or (iii) an issuance of shares in connection with the Company's underwritten initial public offering of its Common Stock, or any issuances of Common Stock or Common Stock Equivalents subsequent to such offering, or (iv) the issuance or exercise of a warrant to purchase 50,000 shares of Common Stock pursuant to any license agreement involving the Company and Cumberland relating to a sports drink product.