Common use of Sale of Shares Below Conversion Price Clause in Contracts

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price, then and in each such case the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that Conversion Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale. (2) For the purpose of making any adjustment required under this Section 3(g), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with the procedure set forth in Section 2 above, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 above. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1i) If at any time or from time to time after the date hereof Original Issue Date, the Company issues Corporation shall issue or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sell Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 paragraph 3(f) above, and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2paragraph 3(e) above, for an Effective Price (as hereinafter defined) a consideration per share less than the Conversion Price for the Series E Preferred Stock (or, if an adjusted Conversion Price shall be in effect by reason of a previous adjustment, then existing less than such adjusted Conversion Price), then and in each such case the then existing applicable Conversion Price for the Series E Preferred Stock shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the Conversion Price by a fraction fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of immediately prior to such issue or sale, sale plus (B) the number of shares of Common Stock which that the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such the Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect immediately prior to such issue of Additional Shares of Common Stock, or sale plus (Y) the number of shares such Additional Shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or saleso issued. (2ii) For the purpose of making any adjustment required under this Section 3(g)in the Conversion Price or number of shares of Common Stock purchasable on the conversion of Series E Preferred Stock as provided above, the consideration received by the Company Corporation for any issue or sale of securities shall shall, (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the CompanyCorporation after deduction of any underwriting or similar commissions, concessions or compensation paid or allowed by the Corporation in connection with such issue or sale, (B) to the extent it consists of services or property other than cash, be computed at the fair value of that such services or property as determined in accordance with good faith by the procedure set forth in Section 2 above, and Board of Directors; and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) ), or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Corporation for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under provided in subparagraph (i) of this Section 3(gparagraph 3(j), if at any time or from time to time after the Company issues or sells Original Issue Date the Corporation shall issue any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "“Convertible Securities") and ”), then, in each case, if the Effective Price (as hereinafter defined) of such Additional Shares of Common Stock is rights, options or Convertible Securities shall be less than the then existing Conversion Price then in effectfor the Series E Preferred Stock, then in each case the Company Corporation shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company Corporation for the issuance of such shares, or an amount equal to the total amount of the consideration, if any, received by the Corporation for the rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1) 6.4.1 If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) subsection 6.4.1 to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined herein), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2Sections 6.1 through 6.3 above, for an Effective Price (as hereinafter defineddefined herein) less than the then existing effective Conversion Price, then and in each such case the then existing Conversion Price shall be reduced, reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the Conversion Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of Deemed Outstanding (as defined herein) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which that the aggregate consideration received Aggregate Consideration Received (or by the express provisions hereof is deemed to have been receivedas defined herein) by the Company for the total number of Additional Shares of Common Stock so issued would could purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of this paragraph, the number of shares of Common Stock Deemed Outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually "Outstanding," (B) the number of shares of Common Stock into which then outstanding Notes could be exercised if fully exercised on the day immediately preceding the given date, and (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) which could be obtained through the exercise or conversion of all other rights, options and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business convertible securities on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) day immediately preceding the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or salegiven date. (2) 6.4.2 For the purpose of making any adjustment required under this Section 3(g)6.4, the consideration received by the Company for from any issue or sale of securities shall (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defineddefined herein) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3) 6.4.3 For the purpose of the adjustment required under this Section 3(g)6.4, if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter herein referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effectPrice, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof, provided that, if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further, that, if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that, if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provide Securities, provided that such readjustment shall not apply to prior exercises of the Note.

Sale of Shares Below Conversion Price. (1I) If If, at any time or from time to time after the date hereof the Company Filing Date, this Corporation issues or sells, or is deemed by the express provisions of this Section 3(g) 8 to have issued or sold, Additional Shares of Common Stock (as hereinafter defined)) for an Effective Price (as hereinafter defined) less than the then current Series B Conversion Price, other than (A) as a dividend or other distribution on any class of stock as provided in Section 2 and other than D.4 above or (B) upon a subdivision division or combination of shares of Common Stock as provided in Section 2D.3 above, for an Effective Price (as hereinafter defined) less than then, in any such event, the then existing Conversion Price, then and in each such case the then existing Series B Conversion Price shall be reduced, as of the opening close of business on the date of such issue issuance or sale, to a price an amount determined by multiplying that the Series C Conversion Price by a fraction (A) the numerator of which shall be (Ax) the number of shares of Common Stock outstanding at the close of business on the day next immediately preceding the date of such issue issuance or sale, plus (By) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company this Corporation for the total number of Additional Shares of Common Stock so issued or sold would purchase at such Series C Conversion Price, plus Price and (CB) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue issuance or sale after giving effect to such issue issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 8, plus the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (YA) the number of shares of Common Stock underlying into which the Other Securities at the close then outstanding shares of business Series A Stock, Series B Stock and Series C Stock could be converted if fully converted on the date day immediately preceding the issuance or sale or deemed issuance or sale of such issue Additional Shares of Common Stock; and (B) the number of shares of Common Stock which would be obtained through the exercise or saleconversion of all rights, options and Convertible Securities (as hereinafter defined) outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. (2II) For the purpose of making any adjustment required under this Section 3(g)8, the consideration received by the Company this Corporation for any issue issuance or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as reasonably determined in accordance with good faith by a disinterested majority of the procedure set forth in Section 2 above, Board of Directors; and (CB) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company this Corporation for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by a disinterested majority of the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3III) For the purpose of the adjustment required under this Section 3(g)8, if the Company this Corporation issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities"oConvertible Securitieso) and if the Effective Price (as defined in Clause (v) below) of such Additional Shares of Common Stock is less than the then current Series C Conversion Price then in effectPrice, then in each case the Company this Corporation shall be deemed to have issued issued, at the time of the issuance of such rights or rights, options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares therefor an amount equal to (A) the total amount of the consideration, if any, received by the Company this Corporation for the issuance of such rights or options or Convertible Securities, plus, Securities plus (B) in the case of such rights or options, the minimum amounts amount of consideration, if any, payable to the Company this Corporation upon the exercise of such rights or options, plusoptions or, in the case of Convertible Securities, the minimum amounts amount of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) this Corporation upon the conversion thereof. No Thereafter, no further adjustment of the Series C Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, Price shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire or otherwise terminate without having been exercised, the Series C Conversion Price adjusted upon shall thereafter be the issuance of such rights, options or Convertible Securities shall be readjusted to the Series C Conversion Price which that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company this Corporation upon such exercise, exercise plus (A) the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus (B) the consideration, if any, actually received by issuing or selling the Company Convertible Securities actually converted and (other than by cancellation of liabilities or obligations evidenced by such Convertible SecuritiesC) the consideration, if any, actually received on the conversion of such Convertible Securities. However, if any such rights or options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, upon the exercise, conversion or exchange thereof, the Series C Conversion Price for the Series C Stock, and any subsequent adjustments based thereon, shall upon any such increase or decrease becoming effective be recomputed to reflect such increase or decrease insofar as it affects such rights, options or the rights of conversion or exchange under such Convertible Securities. (IV) For the purpose of any adjustment required under this Section D.8, if (a) this Corporation issues or sells any rights or options for the purchase of Convertible Securities and (b) if the Effective Price of the Additional Shares of Common Stock underlying such Convertible Securities is less than the Series C Conversion Price, then in each such event this Corporation shall be deemed to have issued at the time of the issuance of such rights or options the maximum number of Additional Shares of Common Stock issuable upon conversion of the total number of Convertible Securities covered by such rights or options (as set forth in the legal instruments setting forth the terms of such Convertible Securities) and to have received as consideration for the issuance of such Additional Shares of Common Stock an amount equal to the amount of consideration, if any, received for the issuance of such rights or options plus (A) the minimum amount of consideration, if any, payable upon the exercise of such rights or options and (B) the minimum amount of consideration, if any, payable upon the conversion of such Convertible Securities. No further adjustment of the Series C Conversion Price shall be made as a result of the actual issuance of the Convertible Securities upon the exercise of such rights or options or upon the actual issuance of Additional Shares of Common Stock upon the conversion of such Convertible Securities. The provisions of Section D.8.(iii) for the adjustment of the Series C Conversion Price upon the expiration of rights or options or the rights of conversion of Convertible Securities shall apply mutatis mutandis upon the expiration of the rights, options and Convertible Securities referred to in this Clause D.8.(iv).

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price, then and in each such case the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that Conversion Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect reduced to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or saleEffective Price. (2) For the purpose of making any adjustment required under this Section 3(g), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1i) If at any time or from time to time after the date hereof Series B Original Issue Date, the Company Corporation issues or sells, or is deemed by the express provisions of this Section 3(g4(i) to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined herein), other than as a dividend or other distribution on any class of stock as provided in Section 2 4(f) above, and other than upon a subdivision or combination of shares of the Common Stock as provided in Section 24(e) above, for an Effective Price (as hereinafter defineddefined herein) less than the then existing then-effective Series A Preferred Conversion Price or Series B Preferred Conversion Price, then and and, in each such case case, the then existing then-effective Series A Preferred Conversion Price and/or Series B Preferred Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that such Series A Preferred Conversion Price and/or Series B Preferred Conversion Price in effect immediately prior to such issuance or sale by a fraction fraction: (A) the numerator of which shall be (A1) the number of shares Shares of Common Stock outstanding at the close of business on the day next preceding the date of Outstanding (as defined herein) immediately prior to such issue or sale, plus (B2) the number of shares of the Common Stock which the aggregate consideration Aggregate Consideration (as hereinafter defined) received (or by the express provisions hereof is deemed to have been received) by the Company Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such the then-effective Series A Preferred Conversion Price or Series B Preferred Conversion Price, plus as applicable, and (CB) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale. (2) For the purpose of making any adjustment required under this Section 3(g), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with the procedure set forth in Section 2 above, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable Outstanding immediately prior to such Additional Shares of Common Stock, Convertible Securities issue or rights or options under sale plus the procedure set forth in Section 2 above. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum total number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for so issued. Notwithstanding the issuance of foregoing, such shares an amount equal adjustment to the total amount then existing Series A Preferred Conversion Price and/or Series B Conversion Price may be waived by the holders of a majority of the considerationSeries A Preferred and/or Series B Preferred, if anyrespectively, received by the Company for the issuance of such rights or options or Convertible Securitiesvoting as a separate class, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company then outstanding. (other than by cancellation of liabilities or obligations evidenced by such Convertible Securitiesii) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of to any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Series A Preferred Conversion Price adjusted upon or Series B Preferred Conversion Price under this Section 4(i) in an amount less than one cent ($0.01) per share. Any adjustment otherwise required by this Section 4(i) and that is not required to be made due to the issuance of such rights, options or Convertible Securities preceding sentence shall be readjusted included in any subsequent adjustment to the Series A Preferred Conversion Price which would or Series B Preferred Conversion Price. (iii) As used in this Section 4(i) and elsewhere in this Certificate of Incorporation, capitalized terms shall have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.following meanings:

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company Issue Date, HBT issues or sells, or is deemed by the express provisions of this Section 3(gsubsection (i) to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined in subsection (iv) below), other than as a dividend or other distribution on any class of stock as provided in Section 2 4(f) above, and other than upon a subdivision or combination of shares of Common Stock as provided in Section 24(e) above, for an Effective Price (as hereinafter defineddefined in subsection (iv) below) less than the then existing effective Conversion PricePrice for a series of Preferred Stock, then and in each such case the then existing Conversion Price for such series of Preferred Stock shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the Conversion Price for such series of Preferred Stock by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding at the close of business on the day next preceding the date of (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been receivedas defined in subsection (ii) below) by the Company HBT for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion PricePrice in effect immediately prior to such issue or sale, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Preferred Stock could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and which could be obtained through the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale. (2) For the purpose of making any adjustment required under this Section 3(g), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with the procedure set forth in Section 2 above, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 above. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the considerationall other rights, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock warrants and convertible securities outstanding on the exercise of any such rights or options or day immediately preceding the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securitiesgiven date.

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price, then and in each such case the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that Conversion Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect reduced to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or saleEffective Price. (2) For the purpose of making any adjustment required under this Section 3(g), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of for all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1a) If at any time or from time to time after the date hereof Closing Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sells Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision securities convertible into or combination of shares exchangeable for Additional Shares of Common Stock as provided Stock, in Section 2, connection with a transaction resulting in gross proceeds to the Company of at least $1,000,000 (a “Subsequent Financing”) for an Effective Price (as hereinafter defined) less than the then existing Conversion PricePrice (i) on or before the one-year anniversary of the Closing Date, then and in each the Conversion Price shall be reduced to an amount equal to such case Effective Price effective as of the closing of such Subsequent Financing or (ii) at any time following the one-year anniversary of the Closing Date, then existing the Conversion Price shall be reduced, effective as of the opening of business on the date closing of such issue or saleSubsequent Financing, to a price determined by multiplying that Conversion Price by a fraction fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding at as of the close of business on the day next preceding the date closing of such issue the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or salewarrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock, the Series 5-A Preferred Stock, and the Series 6-A Preferred Stock) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock (or securities convertible into or exchangeable for Additional Shares of Common Stock) so issued would purchase at such Conversion Price, plus Price (C) the number of shares of Common Stock underlying Other Securities (as hereinafter definedprior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at immediately prior to the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock, the Series 5-A Preferred Stock, and the Series 6-A Preferred Stock) outstanding as of the close of business on the date day preceding the closing of such issue after giving effect to such issue of Additional Shares of Common Stock, the Subsequent Financing) plus (Y) the number of shares such Additional Shares of Common Stock underlying issued or sold in the Other Securities at the close of business on the date of such issue or sale. (2) Subsequent Financing. For the purpose of making any adjustment required under this Section 3(gVII.E(6), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3b) For the purpose of the adjustment required under this Section 3(gVII.E(6), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "“Convertible Securities"”) and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1i) If at If, during any time or from time to time after period of 30 Trading Days referenced in determination of a Conversion Price, the date hereof the Company Borrower issues or sells, or is deemed by the express provisions of this Section 3(g) subsection f to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined in subsection (iv) below)), other than as a dividend or other distribution on any class of stock as provided in Section 2 Sections 2(b) or 2(c) above, and other than upon a subdivision or combination of shares of Common Stock as provided in Section 22(a) above, for an Effective Price (as hereinafter defineddefined in subsection f(iv) below) less than the then existing Conversion Priceaverage of the VWACS during the ten (10) consecutive Trading Days immediately preceding such date of issuance or sale, then and in each such case the then existing Conversion Price VWACS for such Trading Days prior to such issuance or sale shall be reduceddecreased, as of the opening of business on the date of such issue issuance or sale, to a price determined by multiplying that Conversion equal to the Effective Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale. (2ii) For the purpose of making any adjustment required under this Section 3(g2(e), the consideration received by the Company Borrower for any issue or sale of securities shall (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the CompanyBorrower after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Borrower in connection with such issue or sale but without deduction of any expenses payable by the Borrower, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defineddefined in subsection e(iii) below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Borrower for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under this Section 3(g2(e), if the Company Borrower issues or sells any rights or options for the purchase of, or (i) stock or other securities convertible into, into Additional Shares of Common Stock (such convertible stock or securities being hereinafter herein referred to as "Convertible Securities") or (ii) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities, and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effectaverage of the VWACS during such referenced Trading Days prior to the date of issuance or sale, then in each case the Company Borrower shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company Borrower for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company Borrower upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company Borrower (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Borrower shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Borrower upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Borrower upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Borrower upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion PriceVWACS for the relevant Trading Days, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price VWACS as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price VWACS for the relevant Trading Days which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company Borrower upon such exercise, plus the consideration, if any, actually received by the Company Borrower for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company Borrower (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities; provided that such readjustment shall not apply to prior conversions of the principal of or interest on the Loan.

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after following the date hereof Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(gSECTION 4(F) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock Stock, in either case as provided in Section 2SECTION 4(A) above, for an Effective Price (as hereinafter defined) less than the then existing Conversion PricePrice (as hereinafter defined), then and in each such case the then existing Conversion Purchase Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that equal to one hundred percent (100%) of the Conversion Price by a fraction as adjusted pursuant to Section 3(e) of the numerator Company's Certificate of which shall be Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock designating the rights, preferences and privileges of the Preferred Stock (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale"CERTIFICATE OF DESIGNATION"). (2) For the purpose of making any adjustment required under this Section 3(gSECTION 4(F), the consideration received by the Company for any issue or sale of securities shall (AI) to the extent it consists of cash be computed at the amount of cash received by the Company, (BII) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (CIII) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under options, and (IV) be computed after reduction for all expenses payable by the procedure set forth Company in Section 2 aboveconnection with such issue or sale. (3) For the purpose of the adjustment required under this Section 3(gSECTION 4(F), if the Company issues or sells any rights rights, warrants or options for the purchase of, or stock or other securities convertible intointo or exchangeable for, Additional Shares of Common Stock (such convertible or exchangeable stock or securities being hereinafter referred to as "Convertible SecuritiesCONVERTIBLE SECURITIES") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or rights, warrants, options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise exercise, conversion or conversion exchange thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or rights, warrants, options or Convertible Securities, plus, in the case of such rights rights, warrants or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights rights, warrants or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange thereof. No further adjustment of the Conversion Purchase Price, adjusted upon the issuance of such rights, warrants, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights rights, warrants or options or the conversion or exchange of any such Convertible Securities. If any such rights or options or the conversion or exchange privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Purchase Price adjusted upon the issuance of such rights, warrants, options or Convertible Securities shall be readjusted to the Conversion Purchase Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights rights, warrants, or options or rights of conversion or exchange of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights rights, warrants, or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually convertedconverted or exchanged, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion or exchange of such Convertible Securities. (4) For the purpose of the adjustment required under SECTION 4(F), if the Company issues or sells, or is deemed by the express provisions of this SECTION 4 to have issued or sold, any rights or options for the purchase of Convertible Securities and if the Effective Price of the Additional Shares of Common Stock underlying such Convertible Securities is less than the Conversion Price then in effect, then in each such case the Company shall be deemed to have issued at the time of the issuance of such rights or options the maximum number of Additional Shares of Common Stock issuable upon conversion or exchange of the total amount of Convertible Securities covered by such rights or options and to have received as consideration for the issuance of such Additional Shares of Common Stock an amount equal to the amount of consideration, if any, received by the Company for the issuance of such rights, warrants or options, plus the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights, warrants or options, plus the minimum amount of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange of such Convertible Securities. No further adjustment of the Purchase Price, adjusted upon the issuance of such rights, warrants or options, shall be made as a result of the actual issuance of the Convertible Securities upon the exercise of such rights, warrants or options or upon the actual issuance of Additional Shares of Common Stock upon the conversion or exchange of such Convertible Securities. The provisions of paragraph (3) above for the readjustment of the Purchase Price upon the expiration of rights, warrants or options or the rights of conversion or exchange of Convertible Securities shall apply MUTATIS mutandis to the rights, warrants options and Convertible Securities referred to in this paragraph (4).

Sale of Shares Below Conversion Price. (1i) If at any time or from time to time after the date hereof that the Company first share of Series A Convertible Preferred is issued (the "Original Issue Date"), the Corporation issues or sells, or in accordance with this Section 5(d), is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 5(f) below, and other than upon a subdivision or combination of shares of Common Stock as provided in Section 25(e) below, for an Effective Price (as hereinafter defined) less than the then existing then-effective Conversion Price, then and in each such case the then then-existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price (calculated to the nearest cent) determined by multiplying that such Conversion Price by a fraction (i) the numerator of which shall be (A1) the number of shares of Common Stock deemed outstanding at the close of business on the day next preceding the date of (as defined below) immediately prior to such issue or sale, sale plus (B2) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been receivedas defined in subsection (d)(ii)) by the Company Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series A Convertible Preferred could be converted if fully converted on the date immediately preceding the given date and (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) which could be obtained through the exercise or conversion of all other rights, options and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business convertible securities on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) immediately preceding the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or salegiven date. (2ii) For the purpose of making any adjustment required under this Section 3(g5(d), the consideration received by the Company Corporation for any issue or sale of securities shall (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the CompanyCorporation after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Corporation in connection with such issue or sale but without deduction of any expenses payable by the Corporation, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Corporation for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under this Section 3(g5(d), if the Company Corporation issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter herein referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effectPrice, then in each case the Company Corporation shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company Corporation for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company Corporation upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided, that, if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Corporation shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced (such recalculation to be performed in the case of reductions based on market prices or other continual fluctuations monthly or upon any date of the conversion of the Series A Convertible Preferred, whichever occurs first); provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities (such recalculation to be performed in the case of increases based on market prices or other continual fluctuations monthly or upon any date of the conversion of the Series A Convertible Preferred, whichever occurs first). No further adjustment of the any Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on or the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the any Conversion Price Price, as adjusted upon the issuance of such rights, options or Convertible Securities Securities, shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company Corporation upon such exercise, plus the consideration, if any, actually received by the Company Corporation for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided, that, such readjustment shall not apply to prior conversions of Series A Convertible Preferred.

Sale of Shares Below Conversion Price. (1i) If at any time or from time to time after the date hereof Issuance Date, the Company issues shall issue or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sell Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2paragraph 3(e) above, for an Effective Price (as hereinafter defined) a consideration per share less than the then existing Conversion Price for Series A Preferred Stock (or, if an adjusted Conversion Price shall be in effect by reason of a previous adjustment, then less than such adjusted Conversion Price), then and in each such case the then existing applicable Conversion Price for Series A Preferred Stock shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the Conversion Price by a fraction fraction, the numerator of which shall be (A) the sum of: the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of immediately prior to such issue or sale, ; plus (B) the number of shares of Common Stock which that the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such the Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be the sum of: (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect immediately prior to such issue of Additional Shares of Common Stock, or sale; plus (Y) the number of shares such Additional Shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or saleso issued. (2ii) For the purpose of making any adjustment required under this Section 3(g)in the Conversion Price or number of shares of Common Stock purchasable on the conversion of the shares of Series A Preferred Stock as provided above, the consideration received by the Company for any issue or sale of securities shall shall: (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the CompanyCompany after deduction of any underwriting or similar commissions, concessions or compensation paid or allowed by the Company in connection with such issue or sale; (B) to the extent it consists of services or property other than cash, be computed at the fair value of that such services or property as determined in accordance with good faith by the procedure set forth in Section 2 above, and Board; and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) defined below), or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under provided in subparagraph (i) of this Section paragraph 3(g), if at any time or from time to time after the Issuance Date the Company issues or sells shall issue any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and ), then, in each case, if the Effective Price (as defined below) of such Additional Shares of Common Stock is rights, options or Convertible Securities shall be less than the then existing Conversion Price then in effectfor Series A Preferred Stock, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights options or optionsrights, the minimum amounts of consideration, if any, payable to the Company upon the exercise or conversion of such rights options or optionsrights. For purposes of the foregoing, plus, in "Effective Price" shall mean the case quotient determined by dividing the total of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced all such consideration by such Convertible Securities) upon the conversion thereofmaximum number of Additional Shares of Common Stock. No further adjustment of the Conversion Price, Price adjusted upon the issuance of such rights, options or Convertible Securities, Securities shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, converted plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1i) If If, at any time or from time to time after the date hereof the Company Filing Date, this Corporation issues or sells, or is deemed by the express provisions of this Section 3(g) f. to have issued or sold, Additional Shares of Common Stock (as hereinafter defined)) for an Effective Price (as hereinafter defined) less than the then current Series C Conversion Price, other than (A) as a dividend or other distribution on any class of stock as provided in Section 2 and other than F.6.b. above or (B) upon a subdivision division or combination of shares of Common Stock as provided in Section 2F.6.a. above, for an Effective Price (as hereinafter defined) less than then, in any such event, the then existing Conversion Price, then and in each such case the then existing Series C Conversion Price shall be reduced, as of the opening close of business on the date of such issue issuance or sale, to a price an amount determined by multiplying that the Series C Conversion Price by a fraction (A) the numerator of which shall be (Ax) the number of shares of Common Stock outstanding at the close of business on the day next immediately preceding the date of such issue issuance or sale, plus (By) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company this Corporation for the total number of Additional Shares of Common Stock so issued or sold would purchase at such Series C Conversion Price, plus Price and (CB) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue issuance or sale after giving effect to such issue issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section f., plus the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (YA) the number of shares of Common Stock underlying into which the Other Securities at the close then outstanding shares of business Series A Stock, Series B Stock and Series C Stock could be converted if fully converted on the date day immediately preceding the issuance or sale or deemed issuance or sale of such issue Additional Shares of Common Stock; and (B) the number of shares of Common Stock which would be obtained through the exercise or saleconversion of all rights, options and Convertible Securities (as hereinafter defined) outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. (2ii) For the purpose of making any adjustment required under this Section 3(g)f., the consideration received by the Company this Corporation for any issue issuance or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as reasonably determined in accordance with good faith by a disinterested majority of the procedure set forth in Section 2 above, Board of Directors; and (CB) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company this Corporation for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by a disinterested majority of the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under this Section 3(g)f., if the Company this Corporation issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price (as defined in Clause (v) below) of such Additional Shares of Common Stock is less than the then current Series C Conversion Price then in effectPrice, then in each case the Company this Corporation shall be deemed to have issued issued, at the time of the issuance of such rights or rights, options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares therefor an amount equal to (A) the total amount of the consideration, if any, received by the Company this Corporation for the issuance of such rights or options or Convertible Securities, plus, Securities plus (B) in the case of such rights or options, the minimum amounts amount of consideration, if any, payable to the Company this Corporation upon the exercise of such rights or options, plusoptions or, in the case of Convertible Securities, the minimum amounts amount of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) this Corporation upon the conversion thereof. No Thereafter, no further adjustment of the Series C Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, Price shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire or otherwise terminate without having been exercised, the Series C Conversion Price adjusted upon shall thereafter be the issuance of such rights, options or Convertible Securities shall be readjusted to the Series C Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company this Corporation upon such exercise, exercise plus (A) the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus (B) the consideration, if any, actually received by issuing or selling the Company Convertible Securities actually converted and (other than by cancellation of liabilities or obligations evidenced by such Convertible SecuritiesC) the consideration, if any, actually received on the conversion of such Convertible Securities. However, if any such rights or options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, upon the exercise, conversion or exchange thereof, the Conversion Price for the Series C Stock, and any subsequent adjustments based thereon, shall upon any such increase or decrease becoming effective be recomputed to reflect such increase or decrease insofar as it affects such rights, options or the rights of conversion or exchange under such Convertible Securities. (iv) For the purpose of any adjustment required under this Section F.6.f., if (a) this Corporation issues or sells any rights or options for the purchase of Convertible Securities and (b) if the Effective Price of the Additional Shares of Common Stock underlying such Convertible Securities is less than the Series C Conversion Price, then in each such event this Corporation shall be deemed to have issued at the time of the issuance of such rights or options the maximum number of Additional Shares of Common Stock issuable upon conversion of the total number of Convertible Securities covered by such rights or options (as set forth in the legal instruments setting forth the terms of such Convertible Securities) and to have received as consideration for the issuance of such Additional Shares of Common Stock an amount equal to the amount of consideration, if any, received for the issuance of such rights or options plus (A) the minimum amount of consideration, if any, payable upon the exercise of such rights or options and (B) the minimum amount of consideration, if any, payable upon the conversion of such Convertible Securities. No further adjustment of the Series C Conversion Price shall be made as a result of the actual issuance of the Convertible Securities upon the exercise of such rights or options or upon the actual issuance of Additional Shares of Common Stock upon the conversion of such Convertible Securities. The provisions of Section F.6.f.(iii) for the adjustment of the Series C Conversion Price upon the expiration of rights or options or the rights of conversion of Convertible Securities shall apply mutatis mutandis upon the expiration of the rights, options and Convertible Securities referred to in this Clause F.6.f(iv).

Sale of Shares Below Conversion Price. (1i) If If, at any time or from time to time after the date hereof Original Issue Date, the Company issues shall issue or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sell Additional Common Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock Shares as provided in paragraph 5(e) of this Section 2I, for an Effective Price (as hereinafter defined) a consideration per share less than the then existing Conversion PricePrice for the Series A Preferred Shares (or, if an adjusted Conversion Price shall be in effect by reason of one or more previous adjustments, then and less than such adjusted Conversion Price), then in each such case the then existing Conversion Price for the Series A Preferred Shares shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that Conversion Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect equal to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or saleconsideration per share. (2ii) For the purpose of making any adjustment required under this Section 3(g)in the Conversion Price or number of Common Shares deliverable on conversion of Series A Preferred Shares as provided above, the consideration received by the Company for any issue or sale of securities shall shall, (A) to the extent it consists of cash cash, be computed at the net amount of cash received receivable by the CompanyCompany after deduction of any underwriting or similar commissions, concessions or compensation paid or allowed by the Company in connection with such issue or sale, (B) to the extent it consists of services or property other than cash, be computed at the fair market value of that such services or property as reasonably determined in accordance with good faith by the procedure set forth in Section 2 above, and Board; and (C) if Additional Shares of Common StockShares, Convertible Securities (as hereinafter defined) ), or rights or options to purchase either Additional Common Shares of Common Stock or Convertible Securities are issued or sold together with other stock shares or securities or other assets of the Company for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common StockShares, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iii) For the purpose of the adjustment required under provided in subsection (i) of this paragraph 5(i) of this Section 3(g)I, if at any time or from time to time after the Original Issue Date the Company issues or sells shall issue any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.purchase

Sale of Shares Below Conversion Price. (1a) If at any time or from time to time after the date hereof Closing Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sells Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision securities convertible into or combination of shares exchangeable for Additional Shares of Common Stock as provided Stock, in Section 2, connection with a transaction resulting in gross proceeds to the Company of at least $1,000,000 (a “Subsequent Financing”) for an Effective Price (as hereinafter defined) less than the then existing Conversion PricePrice (i) on or before the one-year anniversary of the Closing Date, then and in each the Conversion Price shall be reduced to an amount equal to such case Effective Price effective as of the closing of such Subsequent Financing or (ii) at any time following the one-year anniversary of the Closing Date, then existing the Conversion Price shall be reduced, effective as of the opening of business on the date closing of such issue or saleSubsequent Financing, to a price determined by multiplying that Conversion Price by a fraction fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding at as of the close of business on the day next preceding the date closing of such issue the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or salewarrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock (or securities convertible into or exchangeable for Additional Shares of Common Stock) so issued would purchase at such Conversion Price, plus Price (C) the number of shares of Common Stock underlying Other Securities (as hereinafter definedprior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at immediately prior to the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the date day preceding the closing of such issue after giving effect to such issue of Additional Shares of Common Stock, the Subsequent Financing) plus (Y) the number of shares such Additional Shares of Common Stock underlying issued or sold in the Other Securities at the close of business on the date of such issue or sale. (2) Subsequent Financing. For the purpose of making any adjustment required under this Section 3(gVII.E(6), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3b) For the purpose of the adjustment required under this Section 3(gVII.E(6), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "“Convertible Securities"”) and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.such

Sale of Shares Below Conversion Price. (1I) If at If, during any time or from time to time after period of 30 Trading Days referenced in determination of a Conversion Price, the date hereof the Company Borrower issues or sells, or is deemed by the express provisions of this Section 3(g) subsection f to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined in subsection (iv) below)), other than as a dividend or other distribution on any class of stock as provided in Section 2 Sections 2(b) or 2(c) above, and other than upon a subdivision or combination of shares of Common Stock as provided in Section 22(a) above, for an Effective Price (as hereinafter defineddefined in subsection f(iv) below) less than the then existing Conversion Priceaverage of the VWACS during the ten (10) consecutive Trading Days immediately preceding such date of issuance or sale, then and in each such case the then existing Conversion Price VWACS for such Trading Days prior to such issuance or sale shall be reduceddecreased, as of the opening of business on the date of such issue issuance or sale, to a price determined by multiplying that Conversion equal to the Effective Price by a fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale. (2II) For the purpose of making any adjustment required under this Section 3(g2(e), the consideration received by the Company Borrower for any issue or sale of securities shall (A) to the extent it consists of cash cash, be computed at the net amount of cash received by the CompanyBorrower after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Borrower in connection with such issue or sale but without deduction of any expenses payable by the Borrower, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defineddefined in subsection e(iii) below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Borrower for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 above. (3) For the purpose of the adjustment required under this Section 3(g), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.be

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after following the date hereof Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(gSECTION 4(F) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock Stock, in either case as provided in Section 2SECTION 4(A) above, for an Effective Price (as hereinafter defined) less than the then existing Conversion PricePrice (as hereinafter defined), then and in each such case the then existing Conversion Purchase Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that equal to one hundred twenty-five percent (125%) of the Conversion Price by a fraction as adjusted pursuant to Section 3(e) of the numerator Company's Certificate of which shall be Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock designating the rights, preferences and privileges of the Preferred Stock (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale"CERTIFICATE OF DESIGNATION"). (2) For the purpose of making any adjustment required under this Section 3(gSECTION 4(F), the consideration received by the Company for any issue or sale of securities shall (AI) to the extent it consists of cash be computed at the amount of cash received by the Company, (BII) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (CIII) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under options, and (IV) be computed after reduction for all expenses payable by the procedure set forth Company in Section 2 aboveconnection with such issue or sale. (3) For the purpose of the adjustment required under this Section 3(gSECTION 4(F), if the Company issues or sells any rights rights, warrants or options for the purchase of, or stock or other securities convertible intointo or exchangeable for, Additional Shares of Common Stock (such convertible or exchangeable stock or securities being hereinafter referred to as "Convertible SecuritiesCONVERTIBLE SECURITIES") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or rights, warrants, options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise exercise, conversion or conversion exchange thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or rights, warrants, options or Convertible Securities, plus, in the case of such rights rights, warrants or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights rights, warrants or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange thereof. No further adjustment of the Conversion Purchase Price, adjusted upon the issuance of such rights, warrants, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights rights, warrants or options or the conversion or exchange of any such Convertible Securities. If any such rights or options or the conversion or exchange privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Purchase Price adjusted upon the issuance of such rights, warrants, options or Convertible Securities shall be readjusted to the Conversion Purchase Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights rights, warrants, or options or rights of conversion or exchange of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights rights, warrants, or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually convertedconverted or exchanged, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion or exchange of such Convertible Securities. (4) For the purpose of the adjustment required under SECTION 4(F), if the Company issues or sells, or is deemed by the express provisions of this SECTION 4 to have issued or sold, any rights or options for the purchase of Convertible Securities and if the Effective Price of the Additional Shares of Common Stock underlying such Convertible Securities is less than the Conversion Price then in effect, then in each such case the Company shall be deemed to have issued at the time of the issuance of such rights or options the maximum number of Additional Shares of Common Stock issuable upon conversion or exchange of the total amount of Convertible Securities covered by such rights or options and to have received as consideration for the issuance of such Additional Shares of Common Stock an amount equal to the amount of consideration, if any, received by the Company for the issuance of such rights, warrants or options, plus the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights, warrants or options, plus the minimum amount of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange of such Convertible Securities. No further adjustment of the Purchase Price, adjusted upon the issuance of such rights, warrants or options, shall be made as a result of the actual issuance of the Convertible Securities upon the exercise of such rights, warrants or options or upon the actual issuance of Additional Shares of Common Stock upon the conversion or exchange of such Convertible Securities. The provisions of paragraph (3) above for the readjustment of the Purchase Price upon the expiration of rights, warrants or options or the rights of conversion or exchange of Convertible Securities shall apply MUTATIS mutandis to the rights, warrants options and Convertible Securities referred to in this paragraph (4).

Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof of this Note, the Company issues or sells, or is deemed by the express provisions of this Section 3(gsubparagraph (3) below to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision 7(c) above, or combination of shares of Common Stock as provided in connection with the antidilution provisions set forth in this Section 27(d) hereof, for an Effective Price (as hereinafter defined) less than the then existing effective Conversion Price, then and in each such case case, the then existing Conversion Price shall will be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the Conversion Price in effect immediately prior to such issue or sale by a fraction fraction, the numerator of which shall be (Ai) the number of shares of Common Stock deemed outstanding at the close of business on the day next preceding the date of (as defined below) immediately prior to such issue or sale, plus (Bii) the number of shares of Common Stock which that the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued such issuance would purchase at such Conversion Priceconversion price, plus and the denominator of which shall be the number of shares of Common Stock deemed outstanding (Cas defined below) immediately after such issue or sale. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date will be the sum of (a) the number of shares of Common Stock underlying Other Securities actually outstanding, (as hereinafter defined) and the denominator of which shall be (Xb) the number of shares of Common Stock into which the then outstanding at the close of business Notes could be converted if fully converted on the date of such issue after giving effect to such issue of Additional Shares of Common Stockday immediately preceding the given date, plus and (Yc) the number of shares of Common Stock underlying that could be obtained through the Other Securities at the close exercise or conversion in full of business all other rights, options, warrants and convertible securities on the date day immediately preceding the given date, regardless of whether or not such issue securities are fully exercisable for or saleconvertible into Common Stock at such time. (2) For the purpose purposes of making any adjustment required under this Section 3(g7(d), the consideration received by the Company for any issue or sale of securities shall will (Aa) to the extent it consists of cash cash, be computed at the net amount of cash received by the Company without deduction of any expenses payable by the Company, (Bb) to the extent it consists of property other than cash, be computed at the fair market value of that property as reasonably determined in accordance with by the procedure set forth in Section 2 aboveBoard , and (Cc) if to the extent that Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors of the Company to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3) For the purpose of the adjustment required under this Section 3(g)subparagraph (1) above, if the Company issues or sells any rights or options for the purchase of, or stock or other securities exchangeable for or convertible into, Additional Shares of Common Stock (such exchangeable or convertible stock or securities being hereinafter herein referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall will be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion or exchange thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, plus in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events, including by reason of antidilution adjustments, the Effective Price will be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price will be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted in each case upon the issuance of such rights, options or Convertible Securities, shall will be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the exchange or conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price Price, as adjusted upon the issuance of such rights, options or Convertible Securities shall Securities, will be readjusted to the Conversion Price which that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of upon such conversion of such Convertible Securities, and that such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to Notes converted into Common Stock prior to the readjustment.

Sale of Shares Below Conversion Price. (1a) If at any time or from time to time after the date hereof Closing Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, sells Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision securities convertible into or combination of shares exchangeable for Additional Shares of Common Stock as provided Stock, in Section 2, connection with a transaction resulting in gross proceeds to the Company of at least $1,000,000 (a “Subsequent Financing”) for an Effective Price (as hereinafter defined) less than the then existing Conversion PricePrice (i) on or before the one-year anniversary of the Closing Date, then and in each the Conversion Price shall be reduced to an amount equal to such case Effective Price effective as of the closing of such Subsequent Financing or (ii) at any time following the one-year anniversary of the Closing Date, then existing the Conversion Price shall be reduced, effective as of the opening of business on the date closing of such issue or saleSubsequent Financing, to a price determined by multiplying that Conversion Price by a fraction fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding at as of the close of business on the day next preceding the date closing of such issue the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or salewarrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock (or securities convertible into or exchangeable for Additional Shares of Common Stock) so issued would purchase at such Conversion Price, plus Price (C) the number of shares of Common Stock underlying Other Securities (as hereinafter definedprior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at immediately prior to the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the date day preceding the closing of such issue after giving effect to such issue of Additional Shares of Common Stock, the Subsequent Financing) plus (Y) the number of shares such Additional Shares of Common Stock underlying issued or sold in the Other Securities at the close of business on the date of such issue or sale. (2) Subsequent Financing. For the purpose of making any adjustment required under this Section 3(gVII.E(6), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3b) For the purpose of the adjustment required under this Section 3(gVII.E(6), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter referred to as "“Convertible Securities"”) and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof. No further adjustment of the Conversion Price, adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Sale of Shares Below Conversion Price. (1i) If at any time or from time to time on or after the date hereof Original Issue Date the Company issues or sells, or is deemed by the express provisions of this Section 3(g4(f) to have issued or sold, Additional Shares of Common Stock (as hereinafter defineddefined below), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision 4(c), 4(d) or combination of shares of Common Stock as provided in Section 24(e) above, for an Effective Price (as hereinafter defineddefined below) less than the a then existing effective Conversion PricePrice (a “Qualifying Dilutive Issuance”), then and in each such case the then existing case, such Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that the applicable Conversion Price in effect immediately prior to such issuance or sale by a fraction fraction: (A) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding at the close of business on the day next preceding the date of (as determined below) immediately prior to such issue issuance or sale, plus (B) the number of shares of Common Stock which that the aggregate consideration Aggregate Consideration (as defined below) received (or by the express provisions hereof is deemed to have been received) received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing Conversion Price, and (B) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issuance or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Preferred Stock could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) that are issuable upon the exercise or conversion of all other rights, options and the denominator of which shall be (X) the number of shares of Common Stock convertible securities outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) day immediately preceding the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or salegiven date. (2ii) No adjustment shall be made to a Conversion Price in an amount less than one percent (1%) of the applicable Conversion Price then in effect. Any adjustment otherwise required by this Section 4(f) that is not required to be made due to the first sentence of this subsection (ii) shall be included in any subsequent adjustment to the applicable Conversion Price. Any adjustment required by this Section 4(f) shall be rounded to the first decimal for which such rounding represents less than one percent (1%) of the applicable Conversion Price in effect after such adjustment. (iii) For the purpose of making any adjustment required under this Section 3(g4(f), the aggregate consideration received by the Company for any issue or sale of securities (the “Aggregate Consideration”) shall be defined as: (A) to the extent it consists of cash be computed at cash, the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined in accordance with good faith by the procedure set forth in Section 2 aboveBoard, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defineddefined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options under the procedure set forth in Section 2 aboveoptions. (3iv) For the purpose of the adjustment required under this Section 3(g4(f), if the Company issues or sells any (x) Preferred Stock or other stock, options, warrants, purchase rights or options for the purchase of, or stock or other securities exercisable for or convertible into, Additional Shares of Common Stock (such convertible stock or securities being hereinafter herein referred to as "“Convertible Securities"”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the a Conversion Price then in effectPrice, then in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, Securities plus, : (A) in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, ; and (B) in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company upon the conversion thereof (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities); provided that if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses. (C) If the minimum amount of consideration payable to the Company upon the exercise or conversion thereof. of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. (D) No further adjustment of the a Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on or the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Conversion Price which that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to prior conversions of Preferred Stock. (v) For the purpose of making any adjustment to the Conversion Prices of the Preferred Stock required under this Section 4(f), “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 4(f) (including shares of Common Stock subsequently reacquired or retired by the Company), other than: