Common use of Change in Option Price or Rate of Conversion Clause in Contracts

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the consideration, if any, payable upon the conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than (i) proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect shall be adjusted to an amount equal to the Exercise Price that would have been in effect had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result in an increase of the Exercise Price of the Warrants or a decrease in the number of Warrant Shares.

Change in Option Price or Rate of Conversion. If With respect to any Options (other than any Excluded Securities (as defined in the Debenture Purchase Agreement)) or Convertible Securities (other than any Excluded Securities (as defined in the Debenture Purchase Agreement)) issued during the period commencing immediately following the Subscription Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock Shares increases or decreases at any time after the issuance of such Options or Convertible Securities (other than (i) proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 5.27(b) below), (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are Fixed Conversion Price in effect as at the time of the Closing Date, and/or (iii) changes in conversion such increase or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect decrease shall be adjusted to an amount equal to the Exercise Fixed Conversion Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, rate (as the case may be, ) at the time initially granted, issued or sold. For purposes of this Section 5.4(c7(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) Subscription Date are increased or decreased in the manner described in the immediately preceding sentencesentence during the period commencing immediately following the Subscription Date, then such Option or Convertible Security and the Common Stock Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c7(a) shall be made if such adjustment would result in an increase of the Exercise Fixed Conversion Price of the Warrants or a decrease then in the number of Warrant Shareseffect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions referred to in Section 8(e)(i), the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible SecuritiesSecurities referred to in Section 8(e)(i) or 8(e)(ii), or the rate at which any Convertible Securities referred to in Section 8(e)(i) or 8(e)(ii) are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than (i) proportional changes in conversion or exercise pricestime, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect at the time of such increase or decrease shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c8(e)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) of issuance of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with On the expiration of any adjustment Options referred to in Section 8(e)(i) or any Convertible Securities referred to in Section 8(e)(ii), or the termination of any such right to exercise, convert or exchange such Options or Convertible Securities, the Applicable Price then in effect hereunder shall forthwith be increased to the Exercise Applicable Price which would have been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the Warrants pursuant this Section 5.4(c)extent outstanding immediately prior to such expiration or termination, the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result in an increase of the Exercise Price of the Warrants or a decrease in the number of Warrant Sharesnever been issued.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable or exchangeable for shares of Common Stock increases or decreases changes at any time (other than (i) proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded IssuanceStock), then the Exercise Price then in effect at the time of such change shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased changed purchase price, additional consideration or increased or decreased changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c9(d)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) Initial Closing Date are increased or decreased changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase change. On the expiration of any Option or decrease. Simultaneously with any adjustment Convertible Security not exercised, the applicable Exercise Price then in effect shall forthwith be increased to the Exercise Price that would have been in effect at the time of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedexpiration had such Stock Purchase Rights or Convertible Securities never been issued. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result increase the applicable Exercise Price by an amount in an increase excess of the adjustment originally made to the Exercise Price in respect of the Warrants issue, sale or grant of the applicable Option or Convertible Security. Notwithstanding anything to the contrary herein, in no event shall an adjustment to the Exercise Price be made retroactively with respect to any portion of the Warrant which has been exercised prior to the actual date of the dilutive issuance or change. In addition, to clarify for purposes of this Section 9(d), if an Option or Convertible Security has a decrease in price reset or similar provision that would cause the number price to adjust based on a future event or contingency, then the “lowest price per share for which one share of Warrant SharesCommon Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall not become such adjusted price unless and until the happening of such event or contingency that actually gives effect to the adjustment.

Change in Option Price or Rate of Conversion. ‌ If the purchase or exercise price provided for in any OptionsOption, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable or exchangeable for shares of Common Stock increases or decreases Shares changes at any time (other than (i) proportional changes in conversion or exercise pricestime, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect at the time of such change shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased changed purchase price, additional consideration or increased or decreased changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(cCondition 3.4(c), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of at the date hereof) Issue Date are increased or decreased changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of at the date of such increase change. If any Shares, Options or decreaseConvertible Securities are issued or sold for a consideration other than cash, the amount of the consideration received by the Issuer for such Share, Option or Convertible Security will be the fair value of such non-cash consideration, except where such consideration consists of Securities, in which case the amount of consideration received by the Issuer will be the Closing Price of such Securities on the date of receipt. Simultaneously If any Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any adjustment merger in which the Issuer is the surviving entity, the amount of consideration of such Shares, Options or Convertible Securities issued will be deemed to be the Exercise Price fair value of such portion of the Warrants pursuant this Section 5.4(cnet assets and business of the non-surviving entity as is attributable to such Shares, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or Securities will be determined jointly by the Issuer and the Holder. If such parties are unable to reach agreement within ten (10) calendar days after the occurrence of an event requiring valuation (the “Valuation Event”), the number fair value of Warrant Shares issuable upon exercise of each outstanding Warrant shall such consideration will be proportionately adjusted such that determined within five (5) Business Days after the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result in an increase of tenth day following the Exercise Price of Valuation Event by the Warrants or a decrease in the number of Warrant SharesCalculation Agent.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable or exchangeable for shares of Common Stock increases or decreases changes at any time (other than (i) proportional changes in conversion or exercise prices, as applicableExcluded Issuances, in connection with an event referred to in Section 5.2each case), (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are Conversion Price in effect as at the time of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect such change shall be adjusted to an amount equal to the Exercise Conversion Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased changed purchase price, additional consideration or increased or decreased changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c4(c)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) Issuance Date are increased or decreased changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase change. On the expiration of any Option or decrease. Simultaneously with any adjustment Convertible Security not exercised, the applicable Conversion Price then in effect shall forthwith be increased to the Exercise Conversion Price that would have been in effect at the time of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedexpiration had such Stock Purchase Rights or Convertible Securities never been issued. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result increase the applicable Conversion Price by an amount in an increase excess of the Exercise adjustment originally made to the Conversion Price in respect of the Warrants issue, sale or grant of the applicable Option or Convertible Security. Notwithstanding anything to the contrary herein, in no event shall an adjustment to the Conversion Price be made retroactively with respect to any portion of the Note converted to Common Stock or repaid in Common Stock prior to the actual date of the dilutive issuance or change. In addition, to clarify for purposes of this Section 4, if an Option or Convertible Security has a decrease in price reset or similar provision that would cause the number price to adjust based on a future event or contingency, then the "lowest price per share for which one share of Warrant SharesCommon Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall not become such adjusted price unless and until the happening of such event or contingency that actually gives effect to the adjustment.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than (i) proportional changes in conversion or exercise pricestime, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance), then the Exercise Price then in effect at the time of such increase or decrease shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c2(c)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c2(c)(iii) shall be made if such adjustment would result in an increase of the Exercise Price of the Warrants then in effect or a decrease in the number of Warrant Shares. On the termination of any Option for which any adjustment was made pursuant to this Section 2(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this Section 2(c) (including, without limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Rate of Conversion. If On or after the Issuance Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible SecuritiesSecurities or Common Stock Equivalents, or the rate at which any Convertible Securities or Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than (i) proportional changes in conversion or exercise pricescollectively, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuancea “Consideration Adjustment”), then the Exercise Price then in effect at the time of such increase or decrease shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options Options, Common Stock Equivalents or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes ; provided that for the avoidance of this Section 5.4(c)doubt, if no Additional Warrant Shares will be issued in connection with any such increase or decrease pursuant to the currently existing terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was currently outstanding Company warrants. Except as of the date hereofcontemplated by Section 2(h) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged. No no adjustment pursuant to this Section 5.4(c) 2 shall be made if such adjustment would result in an increase of the Exercise Price of the Warrants then in effect or a decrease in the number of Additional Warrant SharesShares or Warrant Shares issuable under this Warrant. Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section, and no adjustment pursuant to Section 2(a) will result in a further adjustment to this Warrant under this Section so long as any Consideration Adjustment of any Options constitutes “consideration” for the purposes of the adjustment provided in Section 2(a).

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than (i) proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the instruments governing such securities which are in effect as of the Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of securities issued in an Excluded Issuance3(a)), then the Exercise Price then in effect at the time of such increase or decrease shall be adjusted to an amount equal to the Exercise Price that which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5.4(c3(b)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the date hereof) of the Purchase Agreement are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Simultaneously with any For the avoidance of doubt, an adjustment of the conversion price of the Company’s Series F Preferred Stock to the Reset Conversion Price (as such term is defined the designations for the Series F Preferred Stock set forth in the Company’s Certificate of Incorporation, as amended (the “Series F Designations”)) pursuant to the Series F Designations, will result in adjustment to the Exercise Price of the Warrants pursuant to this Section 5.4(c), 3(b) in accordance with the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedterms hereof. No adjustment pursuant to this Section 5.4(c3(b) shall be made if such adjustment would result in an increase of the Exercise Price of the Warrants or a decrease then in the number of Warrant Shareseffect.