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

Sale of Shares Below Exercise Price. i. If at any time or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in full, the Company grants, issues or sells Additional Shares of Common Stock (a “Subsequent Financing”) for an Effective Price less than the then existing Exercise Price, then the Exercise Price shall be reduced, effective as of the closing of such Subsequent Financing, to a price determined by multiplying that Exercise Price by a fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding as of the close of business on the day preceding 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 this Warrant) 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 so issued would purchase at such Exercise Price (prior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding 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 this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e), the consideration received by the Company for any issue or sale of securities in a Subsequent Financing 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 reasonably determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Options. ii. For the purpose of the adjustment required under Section 3(e)(i), if the Company issues or sells any Convertible Securities or Options (or securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock, Convertible Securities or Options), and if the Effective Price of such Common Stock underlying any such Convertible Securities or Options is less than the Exercise Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such Convertible Securities or Options 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 Convertible Securities or Options, plus, in the case of any Options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such 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 Exercise Price, adjusted upon the issuance of such Convertible Securities or Options, 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. iii. If any such Options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Exercise Price as adjusted upon the issuance of such Options or Convertible Securities shall be readjusted to the Exercise 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 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. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Sale of Shares Below Exercise Price. i. (1) If at any time or from time to time after during the twelve-month period immediately following the Initial Warrant Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in full, the Company grants, issues or sells sells, or is deemed by the express provisions of this Section 8(c) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a “Subsequent Financing”dividend or other distribution on any class of stock as provided in Section 8(d) and other than upon a subdivision or combination of shares of Common Stock as provided in Section 8(e), for an Effective Price (as hereinafter defined) less than the Exercise Price or, if an adjustment in the Exercise Price has theretofore been made, then less than the existing Exercise Price, then and in each such case A) the Holder of a Warrant shall be entitled to receive, in lieu of the number of shares theretofore receivable upon the exercise of such Warrant, a number of shares of Common Stock determined by (i) dividing the original Exercise Price by the Exercise Price as adjusted as a result of such issue or sale (as provided below), and (ii) multiplying the resulting quotient by the number of shares of Common Stock called for on the face of such Warrant, as adjusted in accordance with Section 8 hereof; and B) the then existing Exercise Price shall be reduced, effective as of the closing opening of business on the date of such Subsequent Financingissue or sale, as follows: the Exercise Price shall be reduced to a price determined by multiplying that Exercise Price by a fraction, fraction (i) the numerator of which shall be (Aa) the number of shares of Common Stock outstanding as of at the close of business on the day next preceding the closing date of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rightssuch issue or sale, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Bb) 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 Exercise Price Price, plus (prior to c) the number of shares of Common Stock into which all outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred”) are convertible at the close of business on the date next preceding the date of such adjustmentissue or sale, plus (d) the number of shares of Common Stock into which all outstanding shares of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”) are convertible at the close of business on the date next preceding the date of such issue or sale, plus (e) the number of shares of Common Stock for which all warrants issued concurrently with the Series B Preferred (the “Series B Warrants”) and all other warrants outstanding as of the Initial Warrant Exercise Date that are exercisable for shares of Common Stock are exercisable at the Exercise Price in effect at the close of business on the date next preceding the date of such issue or sale, plus (f) the number of shares of Common Stock underlying all Other Securities (as hereinafter defined) at the close of business on the date next preceding the date of such issue or sale, and (ii) the denominator of which shall be (Xa) the number of shares of Common Stock outstanding 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 this Warrant) outstanding as of at the close of business on the day preceding the closing date of the Subsequent Financing) such issue or sale after giving effect to such issue of Additional Shares of Common Stock, plus (Yb) the number of such Additional Shares shares of Common Stock issued into which all outstanding shares of Series B Preferred of the Company are convertible at the close of business on the date next preceding the date of such issue or sold sale, plus (c) the number of shares of Common Stock into which all outstanding shares of all Series A Preferred of the Company are convertible at the close of business on the date next preceding the date of such issue or sale, plus (d) the number of shares of Common Stock for which all Series B Warrants and all other warrants outstanding on the Initial Warrant Exercise Date that are exercisable for shares of Common Stock are exercisable at the Exercise Price in effect at the Subsequent Financing. close of business on the date next preceding the date of such issue or sale, plus (e) the number of shares of Common Stock underlying the Other Securities at the close of business on the date next preceding the date of such issue or sale. (2) For the purpose of making any adjustment required under this Section 3(e8(c), the consideration received by the Company for any issue or sale of securities in a Subsequent Financing 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 market value of that property as reasonably determined in good faith by the Board of DirectorsBoard, and (Ciii) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Optionsrights or options, and (iv) be computed after reduction for all expenses payable by the Company in connection with such issue or sale. ii. (3) For the purpose of the adjustment required under this Section 3(e)(i8(c), if the Company issues or sells any Convertible Securities rights or Options (options for the purchase of, or stock or other securities directly or indirectly convertible into or exchangeable for for, Additional Shares of Common Stock, Stock (such convertible or exchangeable stock or securities being hereinafter referred to as “Convertible Securities or Options), Securities”) and if the Effective Price of such Additional Shares of Common Stock underlying any such Convertible Securities or Options is less than the Exercise 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 or Options 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 options or Convertible Securities or OptionsSecurities, plus, in the case of any Optionssuch rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such Optionsrights 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 Exercise Price, adjusted upon the issuance of such rights, options or Convertible Securities or OptionsSecurities, 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 or exchange of any such Convertible Securities. iii. If any such Options rights or options or the conversion or exchange privilege represented by any such Convertible Securities shall expire without having been exercised, the Exercise Price as adjusted upon the issuance of such Options rights, options or Convertible Securities shall be readjusted to the Exercise 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 Options rights 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 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. iv. If (4) For the purpose of the adjustment required under this Section 8(c), if the Company issues or sells, or is deemed by the express provisions of this subsection to have issued or sold, any rights or options for the purchase price provided of Convertible Securities and if the Effective Price of the Additional Shares of Common Stock underlying such Convertible Securities is less than the Exercise 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 in any Optionsthe issuance of such Additional Shares of Common Stock an amount equal to the amount of consideration, if any, received by the additional Company for the issuance of such rights or options, plus the minimum amounts of consideration, if any, payable to the Company upon the issueexercise of such rights or options and plus the minimum amount of consideration, conversionif any, exercise payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange of any such Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares . No further adjustment of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at adjusted upon the issuance of such time had such Options rights or options, shall be made as a result of the actual issuance of the Convertible Securities provided for upon the exercise of such increased rights or decreased purchase price, additional consideration options or increased or decreased conversion rate, as upon the case may be, at the time initially granted, issued or sold. For purposes actual issuance of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares Additional Shares of Common Stock deemed issuable upon exercise, the conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decreaseConvertible Securities. No adjustment pursuant to this Section 3(eThe provisions of paragraph (3) shall be made if such adjustment would result in an increase above for the readjustment of the Exercise Price then upon the expiration of rights or options or the rights of conversion or exchange of Convertible Securities shall apply mutatis mutandis to the rights, options and Convertible Securities referred to in effectthis paragraph (4).

Sale of Shares Below Exercise Price. i. If Subject to the exceptions set forth in Section 7(e)(iii), commencing on the Original Issuance Date and terminating on the Expiration Date, if the Company at any time time, or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in full, the Company grantstime, issues or sells sells, or is deemed by the provisions of this Section 7(e) to have issued or sold, Additional Shares of Common Stock (a “Subsequent Financing”) as hereinafter defined), for an Effective Price (as hereinafter defined) that is less than the then existing Exercise Price, then and in each such case the then existing Exercise Price shall be reduced, effective as of the closing of such Subsequent Financing, to a price determined by multiplying that Exercise Price by a fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding as of the close opening of business on the day preceding the closing date of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rightssuch issue or sale, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) 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 concurrently with such issuance of Additional Shares of Common Stock so issued would purchase at such Exercise Price (prior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding immediately prior a “Diluting Issuance”), to the closing Effective Price 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 this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Y) the number of such Additional Shares of Common Stock issued sold (or sold deemed sold) that gave rise to an adjustment in the Subsequent Financing. Exercise Price pursuant to this Section 7(e). (i) For the purpose of making any adjustment required under this Section 3(e7(e), the consideration received by the Company for any issue or sale of securities in a Subsequent Financing 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 market value of that property as reasonably determined in good faith by the Board Company’s board of Directorsdirectors (the “Board”), and (Ciii) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Optionsrights or options, and (iv) be computed after reduction for all expenses payable by the Company in connection with such issue or sale. (ii. ) For the purpose of the adjustment required under this Section 3(e)(i7(e), if the Company issues or sells any Convertible Securities rights, warrants and/or options for the purchase of, or Options (stock or other securities directly or indirectly convertible into or exchangeable for for, Additional Shares of Common Stock, Stock (such convertible or exchangeable stock or securities being hereinafter referred to as “Convertible Securities or Options), Securities”) and if the Effective Price of such Additional Shares of Common Stock underlying any such Convertible Securities or Options is less than the Exercise 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, warrants and/or options or Convertible Securities or Options 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 Additional Shares of Common Stock an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights, warrants and/or options or Convertible Securities or OptionsSecurities, plus, in the case of any Optionssuch rights or options, the minimum amounts of consideration, if any, payable (or in the event of such rights or options containing a cashless exercise feature, the minimum amounts of consideration the Company would have otherwise received in the absence of such feature) to the Company upon the exercise of such Optionsrights, warrants and/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 Exercise Price, adjusted upon the issuance of such Convertible Securities or Options, 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. iii. If any such Options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Exercise Price as adjusted upon the issuance of such Options or Convertible Securities shall be readjusted to the Exercise 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 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. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effectthereof.

Sale of Shares Below Exercise Price. i. If at any time or from time to time after the Initial Exercise Date but prior to the nine-month four year anniversary of the date on which each Note is repaid in fullInitial Exercise Date, the Company grants, issues or sells Additional Shares of Common Stock (a “Subsequent Financing”) for an Effective Price less than the then existing Exercise Price, then the Exercise Price shall be reduced, effective as of the closing of such Subsequent Financing, to a price determined by multiplying that Exercise Price by a fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding as of the close of business on the day preceding 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 this Warrant) 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 so issued would purchase at such Exercise Price (prior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding 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 this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e), the consideration received by the Company for any issue or sale of securities in a Subsequent Financing 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 reasonably determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Options. ii. For the purpose of the adjustment required under Section 3(e)(i), if the Company issues or sells any Convertible Securities or Options (or securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock, Convertible Securities or Options), and if the Effective Price of such Common Stock underlying any such Convertible Securities or Options is less than the Exercise Price then in effect, then in each case the Company shall be deemed to have issued at the time of the issuance of such Convertible Securities or Options 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 Convertible Securities or Options, plus, in the case of any Options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such 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 Exercise Price, adjusted upon the issuance of such Convertible Securities or Options, 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. iii. If any such Options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Exercise Price as adjusted upon the issuance of such Options or Convertible Securities shall be readjusted to the Exercise 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 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. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Sale of Shares Below Exercise Price. i. (a) If at any time or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in fullDate, the Company grants, issues or sells sells, or is deemed by the express provisions of this Section 4.4(a) to have issued or sold, Additional Shares of Common Stock (a “Subsequent Financing”) as defined below), other than as provided in Section 4.1, Section 4.2 or Section 4.3, for an Effective Price (as defined below) less than the then existing effective Exercise PricePrice (such issuance, a “Qualifying Dilutive Issuance”), then and in each such case, the then existing Exercise Price shall be reduced, effective as of the closing opening of business on the date immediately after such Subsequent Financingissue or sale, to a price determined by multiplying that the Exercise Price in effect immediately prior to such issuance or sale by a fraction, : (i) the numerator of which shall be (Ax) the number of shares of Common Stock deemed outstanding (as of the close of business on the day preceding the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rightsdetermined below) immediately prior to such issue or sale, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (By) the number of shares of Common Stock which 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 the then effective Exercise Price (prior to such adjustment); and (ii) and the denominator of which shall be the number of shares of Common Stock deemed outstanding (Xas determined 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 (x) the number of shares of Common Stock outstanding immediately prior to and (y) the closing number of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise into which the then outstanding shares of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business Series B Preferred could be converted if fully converted on the day immediately preceding the closing of given date. (b) No adjustment shall be made to the Subsequent FinancingExercise Price in an amount less than one cent per share. Any adjustment otherwise required by this Section 4.4 that is not required to be made due to the preceding sentence shall be included in any subsequent adjustment to the Exercise Price. (c) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e)4.4, the aggregate consideration received by the Company for any issue or sale of securities in a Subsequent Financing Additional Shares of Common Stock (the “Aggregate Consideration”) shall be defined as: (Ai) to the extent it consists of cash be computed at cash, the amount of cash received by the CompanyCompany 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 in connection with such issue or sale, (Bii) to the extent it consists of property other than cash, be computed at the fair market value of that property as reasonably determined in good faith by the Board (irrespective of Directorsaccounting treatment), and (Ciii) if Additional Shares of Common Stock, Convertible Securities (as defined below) or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Optionsrights or options. ii. (d) For the purpose of the adjustment required under this Section 3(e)(i)4.4, if the Company issues or sells any Convertible Securities (x) preferred stock or Options (other stock, options, warrants, purchase rights or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock, Stock (such convertible stock or instruments being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities or Options), and if the Effective Price (defined below) of such Additional Shares of Common Stock underlying any such Convertible Securities or Options is less than the then effective Exercise 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 or Options the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion in full 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 or Options, plus, : (i) in the case of any Optionssuch rights or options, the minimum amounts amount of consideration, if any, payable to the Company upon the exercise of such Options, plus, rights or options; and (ii) in the case of Convertible Securities, the minimum amounts amount 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, however, that if the minimum amount 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 amount of consideration without reference to such clauses. If the minimum amount of consideration payable to the Company upon the exercise or conversion thereofof 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 decreased minimum amount of consideration; provided further, however, 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 (other than by reason of antidilution adjustments), the Effective Price also shall be recalculated using the increased minimum amount of consideration. No further adjustment of the Exercise Price, as adjusted upon the issuance of such rights, options or Convertible Securities or OptionsSecurities, 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. iii. If any such Options rights or options or the conversion privilege represented by any such Convertible Securities shall expire or terminate without having been exercised, the then effective Exercise Price as Price, which was adjusted upon the issuance of such Options rights, options or Convertible Securities Securities, shall be readjusted to the Exercise 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 Options 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 exercise (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on and the conversion of such Convertible Securities. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable actually received by the Company upon the issue, conversion, exercise original issuance of all such rights or exchange of any options or Convertible Securities, whether or not exercised; provided, however, that such readjustment shall not apply to prior exercises of Warrants. No adjustments made pursuant to this Section 4.4 shall apply to prior exercises of Warrants. (e) For the rate at which purpose of making any Convertible Securities are convertible into or exercisable or exchangeable for adjustment to the Exercise Price required under this Section 4.4, “Additional Shares of Common Stock” shall mean all shares of Common Stock increases issued by the Company or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been be issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.this

Sale of Shares Below Exercise Price. i. (a) If at any time or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in fullhereof, the Company grants, issues or sells sells, or is deemed to have issued or sold, Additional Shares of Common Stock (a “Subsequent Financing”) as defined below), for an Effective Price (as defined below) less than the then existing effective Exercise Price, then and in each such case, the then existing Exercise Price shall be reduced, effective as of the closing opening of business on the date of such Subsequent Financingissue or sale, to a price determined as set forth below and the Holder shall have the right to purchase on exercise of the Warrant the number of shares of Common Stock obtained by multiplying that dividing the Aggregate Exercise Price by the Exercise Price as reduced. The Exercise Price shall be reduced by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, fraction equal to: (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as of the close of business on the day preceding the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rightsdefined below) immediately prior to such issue or sale, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) 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 Aggregate Consideration received (or by the express provisions hereof is deemed to have been receivedas defined below) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price Price, and (prior to such adjustmentii) and the denominator of which shall be the number of shares of Common Stock deemed outstanding (Xas 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 outstanding immediately prior to outstanding, and (B) the closing number of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon which could be obtained through the exercise or conversion of all other rights, options or warrants or upon conversion of all and convertible securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business on the day immediately preceding the closing of the Subsequent Financinggiven date. (b) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e)5.2, the aggregate consideration received by the Company for any issue or sale of securities in a Subsequent Financing shall (Athe "Aggregate Consideration") shall: (i) 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, (Bii) to the extent it consists of property other than cash, be computed at the fair market value of that property as reasonably determined in good faith by the Board of Directors, and (Ciii) if Additional Shares of Common Stock, Convertible Securities (as defined below) or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Optionsrights or options. ii. (c) For the purpose of the adjustment required under this Section 3(e)(i)5.2, if after the date hereof the Company issues or sells any Convertible Securities (x) stock or Options (or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock, Stock (such convertible stock or securities being herein referred to as "Convertible Securities") or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities or Options), and if the Effective Price of such Additional Shares of Common Stock underlying any such Convertible Securities or Options is less than the Exercise 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 or Options 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 or Options, plus, : (i) in the case of any Optionssuch rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such Options, plus, rights or options; and (ii) 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. (iii) 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. (iv) No further adjustment of the Exercise Price, as adjusted upon the issuance of such rights, options or Convertible Securities or OptionsSecurities, 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. iii. If any such Options rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Exercise Price as adjusted upon the issuance of such Options rights, options or Convertible Securities shall be readjusted to the Exercise 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 Options 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. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Sale of Shares Below Exercise Price. i. (a) If at any time or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in fullDate, the Company grants, issues or sells sells, or is deemed by the express provisions of this Section 4.4(a) to have issued or sold, Additional Shares of Common Stock (a “Subsequent Financing”) as defined below), other than as provided in Section 4.1, Section 4.2 or Section 4.3, for an Effective Price (as defined below) less than the then existing effective Exercise PricePrice (such issuance, a “Qualifying Dilutive Issuance”), then and in each such case, the then existing Exercise Price shall be reduced, effective as of the closing opening of business on the date immediately after such Subsequent Financingissue or sale, (x) in the event such date occurs within twenty-four (24) months following the date hereof, to a price equal to the Effective Price and (y) in the event such date occurs after twenty-four (24) months following the date hereof, to a price determined by multiplying that the Exercise Price in effect immediately prior to such issuance or sale by a fraction, : (i) the numerator of which shall be (Ax) the number of shares of Common Stock deemed outstanding (as of the close of business on the day preceding the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rightsdetermined below) immediately prior to such issue or sale, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (By) the number of shares of Common Stock which the aggregate consideration received Aggregate Consideration (as defined (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or by the express provisions hereof is deemed to have been received) by the Company for sale plus the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price (prior issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to such adjustment) and the denominator be outstanding as of which a given date shall be the sum of (Xx) the number of shares of Common Stock outstanding immediately prior to and (y) the closing number of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise into which the then outstanding shares of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including this Warrant) outstanding as of the close of business Series C Preferred could be converted if fully converted on the day immediately preceding the closing of given date. (b) No adjustment shall be made to the Subsequent FinancingExercise Price in an amount less than one cent per share. Any adjustment otherwise required by this Section 4.4 that is not required to be made due to the preceding sentence shall be included in any subsequent adjustment to the Exercise Price. (c) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e)4.4, the aggregate consideration received by the Company for any issue or sale of securities in a Subsequent Financing Additional Shares of Common Stock (the “Aggregate Consideration”) shall be defined as: (Ai) to the extent it consists of cash be computed at cash, the amount of cash received by the CompanyCompany 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 in connection with such issue or sale, (Bii) to the extent it consists of property other than cash, be computed at the fair market value of that property as reasonably determined in good faith by the Board (irrespective of Directorsaccounting treatment), and (Ciii) if Additional Shares of Common Stock, Convertible Securities (as defined below) or Options 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 of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or Optionsrights or options. ii. (d) For the purpose of the adjustment required under this Section 3(e)(i)4.4, if the Company issues or sells any Convertible Securities (x) preferred stock or Options (other stock, options, warrants, purchase rights or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock, Stock (such convertible stock or instruments being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities or Options), and if the Effective Price (defined below) of such Additional Shares of Common Stock underlying any such Convertible Securities or Options is less than the then effective Exercise 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 or Options 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 Convertible Securities or Options, plus, Stock (i) in the case of any Optionssuch rights or options, the minimum amounts amount of consideration, if any, payable to the Company upon the exercise of such Options, plus, rights or options; and (ii) in the case of Convertible Securities, the minimum amounts amount 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, however, that if the minimum amount 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 amount of consideration without reference to such clauses. If the minimum amount of consideration payable to the Company upon the exercise or conversion thereofof 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 decreased minimum amount of consideration; provided further, however, 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 (other than by reason of antidilution adjustments), the Effective Price also shall be recalculated using the increased minimum amount of consideration. No further adjustment of the Exercise Price, as adjusted upon the issuance of such rights, options or Convertible Securities or OptionsSecurities, 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. iii. If any such Options rights or options or the conversion privilege represented by any such Convertible Securities shall expire or terminate without having been exercised, the then effective Exercise Price as Price, which was adjusted upon the issuance of such Options rights, options or Convertible Securities Securities, shall be readjusted to the Exercise 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 Options 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 exercise (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on and the conversion of such Convertible Securities. iv. If the purchase price provided for in any Options, the additional consideration, if any, payable actually received by the Company upon the issue, conversion, exercise original issuance of all such rights or exchange of any options or Convertible Securities, whether or not exercised; provided, however, that such readjustment shall not apply to prior exercises of Warrants. No adjustments made pursuant to this Section 4.4 shall apply to prior exercises of Warrants. (e) For the rate at which purpose of making any Convertible Securities are convertible into or exercisable or exchangeable for adjustment to the Exercise Price required under this Section 4.4, “Additional Shares of Common Stock” shall mean all shares of Common Stock increases issued by the Company or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iv), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been be issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.this