Common use of Rights Upon Issuance of Other Securities Clause in Contracts

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever after the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible note, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date, First Closing the Company issues or sells, or in accordance with this Section 7(aclause 2.7(a) is deemed to have issued or sold, any shares of Common Stock Shares (including, without limitation, including the issuance or sale of shares of Common Stock Shares owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible note, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded SecurityCompany) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the foregoing a “Applicable Price) (Dilutive Issuance”), then then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price for any Amount Outstanding from time to time and any other funds advanced by the Investor to the Company. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this clause 2.7(a)), the provisions of this clause 2.7 shall apply. (b) If the Company in any manner grants or sells any option to subscribe for shares (New Option) (save and except for options granted by the Company to employees and directors under employee share option plans in operation as at the date of this agreement if the exercise price of the option is not capable of amendment and is at least equal to the Company’s Closing Market Price on the date of issue of the option) and the lowest price per share for which one Share is at any time issuable upon the exercise of any such New Option or upon conversion, exercise or exchange of any convertible securities issuable upon exercise of any such New Option or otherwise pursuant to the terms thereof (New Option Exercise Price) is less than the Applicable Price, then for the purposes of clause 2.7(a), such Share shall be deemed to have been issued and sold by the Company at the time of the granting or sale of such New Option for the New Option Exercise Price. For purposes of this clause 2.7(b), the New Option Exercise Price shall be equal to: (i) the lower of: (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one Share upon the granting or sale of such New Option, upon exercise of such Option and upon conversion, exercise or exchange of any convertible security issuable upon exercise of such New Option or otherwise pursuant to the terms thereof: and (B) the lowest exercise price set forth in such New Option for which one Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such New Option or upon conversion, exercise or exchange of any convertible securities issuable upon exercise of any such New Option or otherwise pursuant to the terms thereof, minus (ii) the sum of all amounts paid or payable to the holder of such New Option (or any other person) with respect to any one Share upon the granting or sale of such New Option, upon exercise of such New Option and upon conversion, exercise or exchange of any convertible security issuable upon exercise of such New Option or otherwise pursuant to the terms thereof plus the value of any other consideration consisting of cash, debt forgiveness, assets or any other property received or receivable by, or benefit conferred on, the holder of such New Option (or any other person). Except as set out in this clause 2.7, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Share or of such convertible securities upon the exercise of such New Options or otherwise pursuant to the terms thereof or upon the actual issuance of such Shares upon conversion, exercise or exchange of such convertible securities. (c) If the Company in any manner issues or sells any convertible securities (New Convertible Securities) and the lowest price per share for which one Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof (New Convertible Securities Price) is less than the Applicable Price, then such Share shall be deemed to have been issued by the Company at the time of the issuance or sale of New Convertible Securities for the New Convertible Securities Price per share. For the purposes of this clause 2.7(c), the New Convertible Securities Price shall be equal to: (i) the lower of: (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Share upon the issuance or sale of the New Convertible Security and upon conversion, exercise or exchange of such New Convertible Security or otherwise pursuant to the terms thereof; and (B) the lowest conversion price set forth in such New Convertible Security for which one Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof, (ii) the sum of all amounts paid or payable to the holder of such New Convertible Security (or any other person) with respect to any one Share upon the issuance or sale of such New Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such New Convertible Security (or any other person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Shares upon conversion, exercise or exchange of New Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of New Convertible Securities is made upon exercise of any New Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this clause 2.7, except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale. (d) If the purchase or exercise price provided for in any New Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any New Convertible Securities, or the rate at which any New Convertible Securities are convertible into or exercisable or exchangeable for Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in clause 2.7(k)), the Conversion Price in effect immediately prior at the time of such increase or decrease shall be adjusted to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price which would have been in effect immediately prior to at such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to time had such Dilutive Issuance plus (II) the considerationNew Options or New Convertible Securities provided for such increased or decreased purchase price, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price additional consideration or increased or decreased conversion rate (as defined in Section 28 hereofthe case may be) at the time initially granted, issued or sold (Adjustment Right). For purposes of this clause, if the terms of any option to subscribe for shares or convertible security that was outstanding as of the date of the First Closing are increased or decreased in the manner described in the immediately preceding sentence, then such option or convertible security and the 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. No adjustment pursuant to this clause 2.7(d) shall be made if such adjustment would result in an increase of the Conversion Price then in effect. (e) If any New Option and/or New Convertible Security and/or Adjustment Right (Secondary Securities) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Investor) (Primary Security), together comprising one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either: (i) have at least one investor or purchaser in common; (ii) are consummated in reasonable proximity to each other; and/or (iii) are consummated under the same plan of financing, the aggregate consideration per Share with respect to such Primary Security shall be deemed to be equal to the difference of: (iv) the lowest price per share for which one Share was issued (or was deemed to be issued pursuant to clauses 2.7(b) or 2.7(c), as applicable) in such integrated transaction solely with respect to such Primary Security, (v) with respect to such Secondary Securities, the sum of: (A) the Black Scholes Consideration Value of each such New Option, if any; (B) the fair market value (as determined by the Investor in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any; and (C) the fair market value (as determined by the Investor) of such New Convertible Security, if any, in each case, as determined on a per share basis in accordance with this clause 2.7(e). (f) If any Shares, New Options or New Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the adjusted Conversion Price under this Section 7(aconsideration paid for such Shares, New Option or New Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. (g) If any Shares, New Options or New Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Shares, New Option or New Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. (h) If any Shares, New Options or New Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Shares, New Option or New Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion of the net assets and business of the non- surviving entity as is attributable to such Shares, New Options or New Convertible Securities (as the case may be). (i) The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Investor. If such parties are unable to reach agreement within ten (10) Business Days after the occurrence of an event requiring valuation (Valuation Event), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) Business Day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Investor. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. (j) If the Company takes a record of the holders of Shares for the purpose of entitling them to: (i) receive a dividend or other distribution payable in Shares, New Options or in New Convertible Securities; or (ii) subscribe for or purchase Shares, New Options or New Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be). (k) In addition to and not in limitation of the other provisions of this clause 2.7, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Shares, New Options or New Convertible Securities (Variable Price Securities), after the First Closing that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for Shares at a price which varies or may vary with the market price of the Shares, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the Variable Price), the Company shall provide written notice to the Investor on the date of such agreement and the issuance of such New Convertible Securities or New Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Investor shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion of any Convertible Securities by designating in the Conversion Notice delivered upon any conversion of a Convertible Securities that solely for purposes of such conversion the Investor is relying on the Variable Price rather than the Conversion Price then in effect. The Investor’s election to rely on a Variable Price for a particular conversion of any Convertible Securities shall not obligate the Investor to rely on a Variable Price for any future conversion of the Convertible Securities. (l) In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable:, or, if applicable, would not operate to protect the Investor from dilution or if any event occurs of the type contemplated by the provisions of this clause 2.7 but not expressly provided for by such provisions (including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Investor, provided that no such adjustment pursuant to this clause 2.7(l) will increase the Conversion Price as otherwise determined pursuant to this clause 2.7(l), provided further that if the Investor does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Investor shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company. (m) This clause 2.7 will not apply to, and will be interpreted and applied as not affected by issues of securities or other transactions pursuant to the Approved Agreements (including the exercise of the Existing Options).

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common StockShares. If and whenever on or after the Issuance Subscription Date, the Company Vasogen issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock Shares (including, without limitation, including the issuance or sale of shares of Common Stock Shares owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible noteVasogen, but excluding shares of Common Stock issued or Shares deemed to have been issued or sold by the Company Vasogen in connection with any Excluded Security) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company Vasogen upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Shares Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common StockShares. If and whenever on or after the Issuance Subscription Date, the Company Vasogen issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock Shares (including, without limitation, including the issuance or sale of shares of Common Stock Shares owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible noteVasogen, but excluding shares of Common Stock issued or Shares deemed to have been issued or sold by the Company Vasogen in connection with any Excluded Security) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company Vasogen upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Shares Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible noteCompany, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded SecuritySecurities) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price; provided, however, that in connection with any Dilutive Issuance after the twelve (12) month anniversary of the Issuance Date, if the Company uses all of the proceeds from such Dilutive Issuance to redeem the entire remaining outstanding aggregate Principal amount (Aplus accrued and unpaid Interest thereon) of the Notes, then the Holder of this Note shall not receive an adjustment to the Conversion Price as provided in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof)this Section. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable: