Common use of Issuances Below Exercise Price Clause in Contracts

Issuances Below Exercise Price. In case the Company shall hereafter issue shares of its Common Stock, or securities convertible into or exercisable for its Common Stock, other than any Excluded Securities (as hereinafter defined), without consideration or for a consideration per share or having a conversion or exercise price per share (such consideration, or such conversion or exercise price, as the case may be, referred to as the “Offering Price”) less than the Exercise Price, the Exercise Price shall be reduced immediately thereafter so that it shall equal the Offering Price. Such adjustment shall be made successively whenever such an issuance is made, and to the extent that such shares of Common Stock (or securities convertible into or exercisable for Common Stock), expire, are cancelled or are redeemed after their issuance, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of convertible securities been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) actually issued. “Excluded Securities” shall mean securities (i) issued upon exercise of the Warrants issued pursuant to the Loan and Security Agreement, (ii) issued in a bona fide public offering pursuant to a firm commitment underwriting, (iii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iv) issued pursuant to a transaction with a vendor of the Borrower, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (v) issued upon exercise of the Company’s convertible securities described on Schedule 1 annexed hereto, (vi) issuable upon or (vii) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect on the date hereof.

Issuances Below Exercise Price. In case the Company shall hereafter issue shares of its Common Stock, or securities convertible into or exercisable for its Common Stock, other than any Excluded Securities (as hereinafter defined), without consideration or for a consideration per share or having a conversion or exercise price per share (such consideration, or such conversion or exercise price, as the case may be, referred to as the “Offering Price”) less than the Exercise Price, the Exercise Price shall be reduced immediately thereafter so that it shall equal the Offering Price. Such adjustment shall be made successively whenever such an issuance is made, and to the extent that such shares of Common Stock (or securities convertible into or exercisable for Common Stock), expire, are cancelled or are redeemed after their issuance, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of convertible securities been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) actually issued. “Excluded Securities” shall mean securities (i) issued upon exercise of the Warrants issued pursuant to the Loan and Security Agreement, (ii) issued in a bona fide public offering pursuant to a firm commitment underwriting, (iiiii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iviii) issued pursuant to a transaction with a vendor of the Borrower, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (viv) issued upon exercise of the Company’s convertible securities that are outstanding as of the date hereof, which securities are described on Schedule 1 annexed hereto, (vi) issuable provided that securities issued upon conversion of the Series B Preferred Stock shall not be Excluded Securities, or (viiv) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect on the date hereof.

Issuances Below Exercise Price. In case the event that the Company shall hereafter issue shares of its Common Stock, or securities convertible into or exercisable for its Common Stock, other than any Excluded Securities (as hereinafter defined), without consideration or for a consideration per share or having a conversion or exercise price per share (such consideration, or such conversion or exercise price, as the case may be, referred to as the “Offering Price”) less than the Exercise Price, the Exercise Price shall be reduced immediately thereafter so that it shall equal the Offering Price. Such adjustment shall be made successively whenever such an issuance is made, and to the extent that such shares of Common Stock (or securities convertible into or exercisable for Common Stock), expire, are cancelled or are redeemed after their issuance, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of convertible securities been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) actually issued. “Excluded Securities” shall mean securities (i) issued upon exercise of the Warrants issued pursuant to the Loan and Security Agreement, (ii) issued in a bona fide public offering pursuant to a firm commitment underwriting, (iiiii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iviii) issued pursuant to a transaction with a vendor of the BorrowerCompany, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (viv) issued upon exercise of the Company’s convertible securities described on Schedule 1 annexed heretothat are outstanding as of the date hereof, (vi) issuable upon or (viiv) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect on the date hereof.