Common use of ISSUANCE OF ADJUSTMENT SHARES Clause in Contracts

ISSUANCE OF ADJUSTMENT SHARES. (a) If the average Per Share Market Value for the ten (10) Trading Days commencing the 150th day after the Closing Date (the "FIRST ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "FIRST ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 150th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "FIRST ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the First Adjusted Conversion Price, minus the First Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value (such lesser value shall be referred to herein as the "FIRST REPRICED SHARE VALUE") by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 150th day after the Closing Date and (ii) the First Adjustment Price. (b) If the average Per Share Market Value for the ten (10) Trading Days commencing the 240th day after the Closing Date (the "SECOND ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "SECOND ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 240th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "SECOND ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the Second Adjusted Conversion Price, minus the Second Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value less the First Repriced Share Value referred to in Section 3.16(a) above (such lesser value shall be referred to herein as the "SECOND REPRICED SHARE VALUE"), provided, however that in the event that the Second Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, the Second Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 240th day after the Closing Date and (ii) the Second Adjustment Price. (c) If the average Per Share Market Value for the ten (10) Trading Days commencing the 365th day after the Closing Date (the "THIRD ADJUSTMENT PRICE," and together with the First Adjustment Price and the Second Adjustment Price, the "ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "THIRD ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 365th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "THIRD ADJUSTMENT SHARES," and together with the First Adjustment Shares and the Second Adjustment Shares, the "ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the Third Adjusted Conversion Price, minus the Third Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value less the Second Repriced Share Value referred to in Section 3.16(b) above (such lesser value shall be referred to herein as the "THIRD REPRICED SHARE VALUE"), provided, however that in the event that the Third Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, the Third Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 365th day after the Closing Date and (ii) the Third Adjustment Price.

ISSUANCE OF ADJUSTMENT SHARES. (a) If the average Per Share Market Value for the ten (10) 10 Trading Days commencing the 150th day after the Closing Date (the "FIRST ADJUSTMENT PRICEFirst Adjustment Price") is less than 116% of the Conversion Price then in effect (the "FIRST ADJUSTED CONVERSION PRICEFirst Adjusted Conversion Price"), then the Company shall, within thirteen (13) 13 Trading Days following such 150th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "FIRST ADJUSTMENT SHARESFirst Adjustment Shares") as equals the quotient obtained by dividing (i) the product of productof (A) the First Adjusted Conversion Price, minus the First Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value (such lesser value shall be referred to herein as the "FIRST REPRICED SHARE VALUEFirst Repriced Share Value") by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 150th day after the Closing Date and (ii) the First Adjustment Price. (b) If the average Per Share Market Value for the ten (10) 10 Trading Days commencing the 240th day after the Closing Date (the "SECOND ADJUSTMENT PRICESecond Adjustment Price") is less than 116% of the Conversion Price then in effect (the "SECOND ADJUSTED CONVERSION PRICESecond Adjusted Conversion Price"), then the Company shall, within thirteen (13) 13 Trading Days following such 240th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "SECOND ADJUSTMENT SHARESSecond Adjustment Shares") as equals the quotient obtained by dividing (i) the product of (A) the Second Adjusted Conversion Price, minus the Second Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value less the First Repriced Share Value referred to in Section 3.16(a3.13(a) above (such lesser value shall be referred to herein as the "SECOND REPRICED SHARE VALUESecond Repriced Share Value"), provided, however however, that in the event that the Second Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, the Second Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 240th day after the Closing Date and (ii) the Second Adjustment Price. (c) If the average Per Share Market Value for the ten (10) 10 Trading Days commencing the 365th day after the Closing Date (the "THIRD ADJUSTMENT PRICEThird Adjustment Price," and together with the First Adjustment Price and the Second Adjustment Price, the "ADJUSTMENT PRICEAdjustment Price") is less than 116% of the Conversion Price then in effect (the "THIRD ADJUSTED CONVERSION PRICEThird Adjusted Conversion Price"), then the Company shall, within thirteen (13) 13 Trading Days following such 365th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "THIRD ADJUSTMENT SHARESThird Adjustment Shares," and together with the First Adjustment Shares and the Second Adjustment Shares, the "ADJUSTMENT SHARESAdjustment Shares") as equals the quotient obtained by dividing (i) the product of (A) the Third Adjusted Conversion Price, minus the Third Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value less the Second Repriced Share Value referred to in Section 3.16(b3.13(b) above (such lesser value shall be referred to herein as the "THIRD REPRICED SHARE VALUEThird Repriced Share Value"), provided, however however, that in the event that the Third Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, the Third Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 365th day after the Closing Date and (ii) the Third Adjustment Price.

ISSUANCE OF ADJUSTMENT SHARES. (a) If the average Per Share Market Value for the ten (10) Trading Days commencing the 150th day after the Closing Date (the "FIRST ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "FIRST ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 150th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "FIRST ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the First Adjusted Conversion Price, minus the First Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value (such lesser value shall be referred to herein as the "FIRST REPRICED SHARE VALUE") by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 150th day after the Closing Date and (ii) the First Adjustment Price. (b) If the average Per Share Market Value for the ten (10) Trading Days commencing the 240th day after the Closing Date (the "SECOND ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in i effect (the "SECOND ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 240th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "SECOND ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the th product of (A) the Second Adjusted Conversion Price, minus the Second Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value less the First Repriced Share Value referred to in Section 3.16(a) above (such lesser value shall be referred to herein as the "SECOND REPRICED SHARE VALUE"), provided, however that in the event that the Second Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, the Second Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 240th day after the Closing Date and (ii) the Second Adjustment Price. (c) If the average Per Share Market Value for the ten (10) Trading Days commencing the 365th day after the Closing Date (the "THIRD ADJUSTMENT PRICE," and together with the First Adjustment Price and the Second Adjustment Price, the "ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "THIRD ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 365th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "THIRD ADJUSTMENT SHARES," and together with the First Adjustment Shares and the Second Adjustment Shares, the "ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the Third Adjusted Conversion Price, minus the Third Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value less the Second Repriced Share Value referred to in Section 3.16(b) above (such lesser value shall be referred to herein as the "THIRD REPRICED SHARE VALUE"), provided, however that in the event that the Third Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, the Third Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 365th day after the Closing Date and (ii) the Third Adjustment Price.

ISSUANCE OF ADJUSTMENT SHARES. (a) If As of the average Per Share close of trading on the Trading Market Value for on the ten (10) Trading Days commencing Day immediately following the 150th day after the Closing Announcement Date (the "FIRST ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "FIRST ADJUSTED CONVERSION PRICE"“Estimate Date”), then the Company shallshall calculate the “Estimated Adjustment Shares”, within thirteen (13) Trading Days following such 150th day, issue to which shall be the Purchaser for no additional consideration such number of shares of Common Stock (the "FIRST ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of Shares equal to (A) the First Adjusted Conversion PricePurchaser’s Subscription Amount paid at the Closing divided by 85% of the average of the VWAP for the 10 Trading Day period ending on the Estimate Date, minus the First Adjustment Price and less (B) an amount the number of Shares issued to the Purchaser at the Closing in respect of such Subscription Amount, subject to the Purchaser’s Pro Rata Portion of the Aggregate Adjustment Cap. On the Trading Day following the Estimate Date, the Company shall provide written notice to each Purchaser of its determination of the Estimated Adjustment Shares and, on or before the second Trading Day following the Estimate Date, the Company shall deliver to each Purchaser a number of Common Shares equal to the Estimated Adjustment Shares (x) such date, the quotient obtained by dividing "Estimated Shares Delivery Date"). Within one (1) Trading Day of the lesser date on which the number of (I) 1/3 Adjustment Shares is determinable under Section 2.4(b), the Company shall deliver written notice to each Purchaser of the number of Adjustment Shares acquired issuable to the Purchaser under Section 2(b) and the number of Common Shares deliverable by the Purchaser on Company or the Closing Date multiplied by Purchaser, as applicable, in order to reconcile the Stated Value or (II) the aggregate number of Adjustment Shares held by delivered based the Purchaser on calculation under this paragraph to the 150th day after number of Estimated Adjustment Shares required to be delivered based upon Section 2.4(b). The Company or the Closing Date multiplied by Purchaser, as applicable shall deliver to the Stated Value (such lesser value shall be referred other the number of Common Shares necessary to herein as effect the "FIRST REPRICED SHARE VALUE") by reconciliation within two (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 150th day after the Closing Date and (ii) the First Adjustment Price. (b) If the average Per Share Market Value for the ten (10) Trading Days commencing the 240th day after the Closing Date (the "SECOND ADJUSTMENT PRICE") is less than 116% of the Conversion Price then Purchaser’s receipt of the notice described in effect the preceding sentence; provided, that if a Purchaser disagrees with the Company's calculation, the dispute resolution procedures set forth in clause (g) below shall apply; provided, further, that in the "SECOND ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 240th day, issue case of a dispute as to the Purchaser for no additional consideration such number of shares of Common Stock (the "SECOND ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the Second Adjusted Conversion Price, minus the Second Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 determination of the number of Common Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 150th day after the Closing Date multiplied by the Stated Value less the First Repriced Share Value referred to in Section 3.16(a) above (such lesser value shall be referred to herein as the "SECOND REPRICED SHARE VALUE"), provided, however that in the event that the Second Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Valuedeliverable hereunder, the Second Repriced Share Value Company shall equal promptly issue to the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) Purchasers the number of shares of Common Stock held by the Purchaser Shares that are not disputed and resolve such dispute in a short position on the 240th day after the Closing Date and accordance with clause (iig) the Second Adjustment Pricebelow. (c) If the average Per Share Market Value for the ten (10) Trading Days commencing the 365th day after the Closing Date (the "THIRD ADJUSTMENT PRICE," and together with the First Adjustment Price and the Second Adjustment Price, the "ADJUSTMENT PRICE") is less than 116% of the Conversion Price then in effect (the "THIRD ADJUSTED CONVERSION PRICE"), then the Company shall, within thirteen (13) Trading Days following such 365th day, issue to the Purchaser for no additional consideration such number of shares of Common Stock (the "THIRD ADJUSTMENT SHARES," and together with the First Adjustment Shares and the Second Adjustment Shares, the "ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) the Third Adjusted Conversion Price, minus the Third Adjustment Price and (B) an amount equal to (x) the quotient obtained by dividing (1) the lesser of (I) 1/3 of the number of Shares acquired by the Purchaser on the Closing Date multiplied by the Stated Value or (II) the aggregate number of Shares held by the Purchaser on the 240th day after the Closing Date multiplied by the Stated Value less the Second Repriced Share Value referred to in Section 3.16(b) above (such lesser value shall be referred to herein as the "THIRD REPRICED SHARE VALUE"), provided, however that in the event that the Third Repriced Share Value is greater than the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, the Third Repriced Share Value shall equal the aggregate number of Shares held by the Purchaser on the 365th day after the Closing Date multiplied by the Stated Value, by (2) the Conversion Price then in effect, less (y) the number of shares of Common Stock held by the Purchaser in a short position on the 365th day after the Closing Date and (ii) the Third Adjustment Price.