Common use of Capitalization Adjustments Clause in Contracts

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock (or securities convertible into shares of its Common Stock) at a price lower than $0.90 per share (the “Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, at any time prior to the earlier of (i) one year following the closing of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statement, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants outstanding immediately following completion of the Merger.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than $4,000 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “"Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementat least $250,000, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions"') that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than $4,000 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “"Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementat least $250,000, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions") that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than $4,000 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “" Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, Price ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementat least $250,000, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions "') that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than $4,000 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “"Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementat least $250,000, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to tothe Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in xxxx order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions") that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units.Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than US$3,982.50 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “"Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or at least ten million dollars (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statement$10,000,000.00), then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that by multiplying the adjusted Warrant Exercise Price bears by a fraction, the same relationship to numerator of which is the Reduced Issue Price as and the original denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price bears has been established based on the assumptions (the "Capitalization Assumptions") that, immediately prior to $0.90. Solely by way the issuance and funding of examplethe Debenture, if as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company issues shares at $0.80 consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the original Warrant Exercise Price was $1.08 (i.e. 120% Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of $.90)this Warrant, then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding Company reasonably determines in good faith that the foregoingCapitalization Assumptions were not true and correct, no reduction of the Warrant Exercise Price shall occur as a result and number of (A) any issuance or Warrant Units issuable upon exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to this Warrant will be adjusted so that the terms total number of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants Warrant Units issued to suppliersand the total Warrant Exercise Price paid by all Holders, distributors if all Warrants were exercised in full, would not exceed the number of Warrant Units or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with be less than the Company, or (D) securities total Warrant Exercise Price that would have been issued upon and payable had the exercise or conversion of options or warrants outstanding immediately following completion of the MergerCapitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than US$3,982.50 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “" Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, Price ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or at least ten million dollars (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statement$10,000,000.00), then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that by multiplying the adjusted Warrant Exercise Price bears by a fraction, the same relationship to numerator of which is the Reduced Issue Price as and the original denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price bears has been established based on the assumptions (the " Capitalization Assumptions ") that, immediately prior to $0.90. Solely by way the issuance and funding of examplethe Debenture, if as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company issues shares at $0.80 consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the original Warrant Exercise Price was $1.08 (i.e. 120% Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of $.90)this Warrant, then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding Company reasonably determines in good faith that the foregoingCapitalization Assumptions were not true and correct, no reduction of the Warrant Exercise Price shall occur as a result and number of (A) any issuance or Warrant Units issuable upon exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to this Warrant will be adjusted so that the terms total number of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants Warrant Units issued to suppliersand the total Warrant Exercise Price paid by all Holders, distributors if all Warrants were exercised in full, would not exceed the number of Warrant Units or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with be less than the Company, or (D) securities total Warrant Exercise Price that would have been issued upon and payable had the exercise or conversion of options or warrants outstanding immediately following completion of the MergerCapitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock (or securities convertible into shares of its Common Stock) at a price lower than $0.90 per share (the “Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, at any time prior to the earlier of (i) one year following the closing of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statement, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80). Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to Company pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants outstanding immediately following completion of the Merger. Notwithstanding anything to the contrary contained in this Warrant, any adjustment contemplated by this Section 11(a) may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued as part of Units.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of the Merger, the Shell, as successor to the Company, sells shares of its Common Stock less than $4,000 (or securities convertible into shares of its Common StockUnits) at a price lower than $0.90 per share (the “" Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, Price ") at any time prior to the earlier closing and receipt by the Company of additional funding (i) one year following the closing Closing) in the net amount of the Merger or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementat least $250,000, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement. (b) The Warrant Exercise Price has been established based on the assumptions (the " Capitalization Assumptions ") that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that any time following completion of the Merger, the Shell, as successor to the Company, Company sells shares of its Common Stock (or securities convertible into shares of its Common Stock) at a price lower than $0.90 per share (the “Reduced Issue Price”), subject to proportionate adjustment for stock splits, recapitalizations and similar events, ) at any time prior to the earlier of (i) one year following the closing of Closing (as such term is defined in the Merger Exchange Agreement) or (ii) the expiration of one hundred eighty (180) days from the effective date of the Registration Statementfirst registration statement of the Company with respect to which Holder had piggy-back registration rights pursuant to Section 1.2 of the Exchange Agreement, then the Warrant Exercise Price with respect to any unexercised portion of the Warrant shall automatically be reduced so that the adjusted Warrant Exercise Price bears the same relationship to equal 120% of the Reduced Issue Price as the original Warrant Exercise Price bears to $0.90. Solely by way of example, if the Company issues shares at $0.80 and the original Warrant Exercise Price was $1.08 (i.e. 120% of $.90), then the adjusted Warrant Exercise Price would equal $0.96 (i.e. 120% of $0.80)Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the MergerMerger (as defined in the Exchange Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Exchange Agreements. (b) The Warrant Exercise Price has been established based on the assumptions (the “Capitalization Assumptions”) that, immediately prior to closing of the Merger (as defined in the Exchange Agreement) (i) the issued and outstanding Common Stock of the Company consisted entirely of 5,045,658 shares, and (ii) there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any shares of capital stock of the Company (other than shares of preferred stock, options, warrants and other convertible securities issued as a result of the Merger and the acquisition of Low Carb Creations, Inc. by the Company). Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.