Common use of Effect on Conversion Price of Certain Events Clause in Contracts

Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under this Section 3, the following shall be applicable: i. If the Corporation in any manner issues or grants any options, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. ii. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. iii. If the purchase price provided for in any Options or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. iv. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security which resulted in an adjustment to the Conversion Price, the Conversion Price then in effect under this Note shall be adjusted to the Conversion Price that would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be. The fair market value of any consideration other than cash will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation. vi. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001. vii. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any Subsidiary of the Corporation, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price. ix. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued or deemed issued in connection with such record date.

Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under this Section 32.5, the following provisions shall be applicable: i. (a) Issuance of Rights or Options. If the Corporation Company in any manner issues grants or grants sells any options, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”), Options and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. For the purposes of this Section 2.6(a), the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. ii. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. iii. If the purchase price provided for in any Options or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. iv. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security which resulted in an adjustment to the Conversion Price, the Conversion Price then in effect under this Note shall be adjusted to the Conversion Price that would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be. The fair market value of any consideration other than cash will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation. vi. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001. vii. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any Subsidiary of the Corporation, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price. ix. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued or deemed issued in connection with such record date.

Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under this Section 34E, the following shall be applicable: i. (a) If the Corporation in any manner issues grants or grants sells any options, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”), Options and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities issuable upon exercise of such Options, is less than (i) the Conversion Price in effect immediately prior to the time of the granting or sale of such OptionsOptions or (ii) the Market Price of the Common Stock determined as of such time, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this Section, paragraph the “"price per share for which Common Stock is issuable” " shall be determined by dividing (aA) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securitiesthereof, by (bB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. ii. (b) If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (i) the Conversion Price in effect immediately prior to the time of such issue or salesale or (ii) the Market Price of the Common Stock determined as of such time, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Sectionparagraph, the “"price per share for which Common Stock is issuable” " shall be determined by dividing (aA) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of such Convertible Securitiesthereof, by (bB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 36, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. iii. (c) If the purchase price provided for in any Options or Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, a corresponding number of shares of Common Stock shall be deemed to have been issued and the Conversion Price in effect at the time of such change shall be readjusted immediately adjusted to the Conversion Price that which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, consideration or changed conversion rate, as the case may be, at the time initially granted, issued, issued or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect If such adjustment would result in an increase of increasing the Conversion Price then in effect, however, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Corporation to an amount all holders of Series A Preferred Stock. For purposes of this Section 4E, if the terms of any Option or Convertible Security which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made was outstanding as a result of the date of issuance of the Series A Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible SecuritySecurity and the Common Stock deemed issuable upon exercise, conversion or (ii) exchange thereof shall be deemed to have been issued as of the date of such change; but no such change shall at any time cause the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment datehereunder to be increased. iv. (d) Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security which resulted in an adjustment to without the Conversion Priceexercise of any such Option or right, the Conversion Price then in effect under this Note hereunder shall be adjusted immediately to the Conversion Price that which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. If such expiration or termination would result in an increase in the Conversion Price then in effect, however, such increase shall not be effective until 30 days after written notice thereof has been given to all holders of Series A Preferred Stock. For purposes of this Section 4E, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Stock shall not cause the Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Series A Preferred Stock. v. (e) If any Common Stock, Option, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration Consideration received for such Common Stock, Option, or Convertible Security therefor shall be deemed to be the amount received by the Corporation for such Common Stocktherefor (net of discounts, Option, or Convertible Securitycommissions and related expenses). In case If any Common Stock, Options, Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will shall be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Market Price of such securities thereof as of the date of receipt. If any Common Stock, Option, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security therefor shall be deemed to be the fair market value of such portion of the net assets and business of or the non-surviving entity as is attributable to such Common Stock, Options, Option or Convertible SecuritiesSecurity, as the case may be. The fair market value of any consideration other than cash will and securities shall be determined jointly by the Corporation and the Required Holdersholders of a majority of the outstanding shares of Series A Preferred Stock. If such parties are unable to reach agreement within ten (10) days after the occurrence a reasonable period of an event requiring valuation (the “Valuation Event”)time, the fair market value of such consideration will shall be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the Required Holdersholders of a majority of the outstanding shares of Series A Preferred Stock. The determination of such appraiser shall be deemed final and binding upon all parties absent manifest error the parties, and the fees and expenses of such appraiser shall be borne by the Corporation. vi. (f) In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transactionthereto, the Option shall be deemed to have been issued for a consideration of $0.001.01. vii. (g) The number of shares of Common Stock outstanding at any given time does shall not include shares owned or held by or for the account of the Corporation or any Subsidiary of the CorporationSubsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price. ix. (h) If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (ai) to receive a dividend or other distribution payable in Common Stock, Options, Options or in Convertible Securities or (bii) to subscribe for or purchase Common Stock, Options, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued or deemed issued in connection with such record date.

Effect on Conversion Price of Certain Events. For purposes of determining the adjusted applicable Conversion Price under this Section 35, the following shall be applicable: i. : Subdivisions or Combinations of Common. If the Corporation in at any manner issues time subdivides (by any stock split, stock dividend, recapitalization or grants any optionsotherwise) one or more classes of its outstanding shares of Common into a greater number of shares, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to such subdivision shall be reduced proportionately, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of the granting of such Options, then the total maximum number of its outstanding shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (b) the total maximum into a smaller number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. ii. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than shares, the Conversion Price in effect immediately prior to such combination shall be increased proportionately. Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger or similar transaction, in each case which is effected in such a manner that the time of such issue or sale, then the maximum number of shares holders of Common Stock issuable are entitled to receive (either directly or upon conversion subsequent liquidation) stock, securities or assets with respect to or in exchange of such Convertible Securities shall be deemed for Common, and which does not otherwise qualify as a Fundamental Change, is referred to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount received or receivable by the Corporation herein as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable an "ORGANIC CHANGE." Prior to the Corporation upon the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise consummation of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3Organic Change, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. iii. If the purchase price provided for in any Options or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. iv. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security which resulted in an adjustment to the Conversion Price, the Conversion Price then in effect under this Note shall be adjusted to the Conversion Price that would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed make appropriate provisions to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be. The fair market value of any consideration other than cash will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation. vi. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001. vii. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any Subsidiary of the Corporation, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 insure that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price. ix. If the Corporation takes a record each of the holders of Common Series A Preferred Stock for shall thereafter have the purpose of entitling them (a) right to receive a dividend or other distribution payable acquire and receive, in Common Stock, Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale lieu of the shares of Common Stock deemed to have been issued or sold immediately theretofore acquirable and receivable upon the declaration conversion of such dividend or upon the making of holder's Series A Preferred Stock, such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued stock, securities or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued or deemed issued assets as such holder would have received in connection with such record dateOrganic Change if such holder had converted its Series A Preferred Stock immediately prior to such Organic Change. In each such case, the Corporation shall also make appropriate provisions to insure that the provisions of this Section 5(b) shall thereafter be applicable to the securities issuable upon conversion of the Series A Preferred Stock and shall provide the holders of Series A Preferred Stock with notice thereof.

Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under this Section 3Article VII.D, the following shall will be applicable: i. If (a) ISSUANCE OF RIGHTS OR OPTIONS. Except as otherwise set forth in this Article VII.D, if the Corporation in any manner issues or grants any warrants, rights or options, warrantswhether or not immediately exercisable, to subscribe for or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities exercisable, convertible or exchangeable, with or without consideration, into or exchangeable for Common Stock (“"CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or Convertible Securities”), Securities are hereinafter referred to as "OPTIONS") and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Market Price in effect immediately prior to on the time of the granting of such OptionsMeasurement Date ("BELOW MARKET OPTIONS"), then the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Market Options or upon (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the total maximum amount date of the issuance or grant of such Convertible Securities issuable upon the exercise of such Options shall Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this Sectionthe preceding sentence, the “"price per share for which Common Stock is issuable” shall be issuable upon the exercise of such Below Market Options" is determined by dividing (ai) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Below Market Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. ii. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable 13 upon the exercise of all such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange of thereof at the time such Convertible SecuritiesSecurities first become exercisable, convertible or exchangeable, by (bii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of all Convertible Securities issuable upon exercise of such Convertible SecuritiesBelow Market Options. No further adjustment If, in any case, the total number of the Conversion Price shall be made when shares of Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made issuable upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. iii. If the purchase price provided for in any Below Market Options or the additional considerationupon exercise, if any, payable upon the conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such option or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any timeto exercise, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. iv. Upon the expiration of any Option or the termination of any right to convert or exchange any such Convertible Security which resulted in an adjustment to the Conversion PriceSecurities shall have expired or terminated, the Conversion Price then in effect under this Note shall will be adjusted readjusted to the Conversion Price that which would have been in effect at the time of such expiration or termination had such Option Below Market Options or Convertible SecuritySecurities, to the extent outstanding immediately prior to such expiration or termination, never been issued. v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration termination (other than cash, the amount in respect of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be. The fair market value of any consideration other than cash will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation. vi. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001. vii. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any Subsidiary of the Corporation, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price. ix. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued upon exercise or deemed issued in connection with such record dateconversion thereof), never been issued.