Common use of Share Issuance Clause in Contracts

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "“Excepted Issuances" ” means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "“Excepted Issuances" ” means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesNotes or notes previously issued as long there is not a subsequent change in terms, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares of common stock the Excepted Issuances (or modify any of as defined below), prior to the foregoing which may be outstanding) to any person or entity at a price per share or complete conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders payment of this Note, except with respect to Excepted Issuancesfor a consideration per share that is less than the Conversion Price that would be in effect at the time of such issue without consent of a Majority in Interest then, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company Borrower carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option and again at any time upon any subsequent issuances the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Conversion Price described in effect upon such issuance. The this paragraph is in addition to the other rights of the Holder set forth described in this Section 2.1 the Subscription Agreement. “Excepted Issuances” shall mean any securities of the Borrower issued in connection with (c)(D)i) a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are in addition not for the purpose of raising capital, (ii) a bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Borrower’s issuance of Common Stock or the issuances or grants of options to any other rights the Holder has purchase Common Stock to employees, directors, and consultants, pursuant to plans, (iv) the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this NoteAgreement, any Transaction Document and any other agreement referred (v) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to the Subscription Agreement. For avoidance of doubt, the amendment of the terms of outstanding securities of the Borrower which are convertible or entered into in connection herewithexercisable for Common Stock shall not be deemed an issuance of securities.

Share Issuance. If at any time this Note is outstanding From the date hereof until the Expiration Date, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares of common stock the Excepted Issuances (or modify any as that term is defined in Section 12(a) of the foregoing which may be outstanding) Subscription Agreement), prior to any person or entity at the complete exercise of this Warrant for a price per share or conversion or exercise price per share which shall be consideration less than the then applicable Conversion Purchase Price that would be in respect effect at the time of the Shares, such issuance without the consent of a Majority in Interest (as defined in the Holders of this NoteSubscription Agreement), except with respect to Excepted Issuancesthen, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Purchase Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockthen outstanding Warrants. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Purchase Price in effect upon any actual, permitted, optional, or allowed such issuance. Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Purchase Price described in this Section 3.3 is in addition to the other rights of the Holder set forth described in the Subscription Agreement. For purposes of determining the total consideration for a convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance, the consideration will be deemed to be the actual cash amount received by the Company in consideration of the original issuance of such convertible instrument. Upon any reduction of the Purchase Price, the number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 2.1 3.3) be issuable on such exercise by a fraction of which (c)(D)a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3.3) be in effect, are and (b) the denominator is the Purchase Price in addition to any other rights effect on the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithdate of such exercise.

Share Issuance. If at any time this Note is Notes or the Warrants are outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuanceseach Subscriber holding Notes and/or other Securities, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder Subscriber so that the average per share purchase price of the shares of Common Stock issued to the Holder Subscriber (of only the Conversion Shares or Warrant Shares still owned by the HolderSubscriber) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any The average Conversion Price of the foregoing which may Conversion Shares and average Warrant Exercise Price in relation to the Warrant Shares shall be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not calculated separately for the purpose of raising capital, (iii) the Company’s Conversion Shares and Warrant Shares. The foregoing calculation and issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans shall be made separately for Conversion Shares received upon conversion and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”)separately for Warrant Shares. The delivery to the Holder Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Subscriber is granted the registration rights described in Section 11 of the Subscription Agreement in relation to such additional shares of Common Stock except that the Filing Date and Effective Date with respect to such additional shares of Common Stock shall be, respectively, the sixtieth (60th) and one hundred and twentieth (120th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder Subscriber set forth in this Section 2.1 (c)(D), ) are in addition to any other rights the Holder Subscriber has pursuant to this Note, the Subscription Agreement, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding Until the Expiration Date, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at this Warrant for a price per share or conversion or exercise price per share which shall be consideration less than the Purchase Price then applicable Conversion Price in respect effect at the time of the Sharessuch issuance then, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Purchase Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockthen outstanding Warrants. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Purchase Price in effect upon such any actual, permitted, optional, or allowed issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Purchase Price described in this Section 3.3 is in addition to the other rights of the Holder set forth described in this Section 2.1 (c)(D)the Subscription Agreement.” 8. All other terms of the Transaction Documents shall remain unamended and in full force and effect. 9. This Agreement constitutes the entire agreement among the parties, are and supersedes all prior and contemporaneous agreements and understandings of the parties in addition to connection herewith. No changes, modifications, terminations or waivers of any other rights of the Holder has provisions hereof shall be binding unless in writing and signed by all of the parties thereto. 10. Except as expressly modified pursuant to this NoteAgreement, any Transaction Document the terms of each Note remains unchanged and any other agreement referred in full force and effect. 11. This Agreement may be executed in separate counterparts, each of which when so executed shall be deemed to or entered into in connection herewithbe an original and all of which taken together shall constitute one and the same agreement. This Agreement may also be executed by either party hereto by facsimile signature, which shall be deemed to be an original signature of such party hereon.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), . are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation ofcorporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction transaction, giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesPrice, without the consent of all the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of the corporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plansplans up to a maximum of 10% of the outstanding share capital on a fully diluted basis at the time of such issuance or grant, (iv) the conversion of any of the Notes, and (v) the payment of any interest on the NotesNotes in Conversion Shares (any such instance, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “an "Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing effective date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company (including without limitation other convertible debentures) carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), d)(D) are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is Notes or the Warrants are outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesWarrant Exercise Price, without the consent of the Holders of this Note, except with respect to Excepted Issuanceseach Holder holding Warrants and/or other Securities, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares or Warrant Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Warrant Exercise Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any The average Conversion Price of the foregoing which may Conversion Shares and average Warrant Exercise Price in relation to the Warrant Shares shall be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not calculated separately for the purpose of raising capital, (iii) the Company’s Conversion Shares and Warrant Shares. The foregoing calculation and issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans shall be made separately for Conversion Shares received upon conversion and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”)separately for Warrant Shares. The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Holder is granted the registration rights described in Section 11 of the Subscription Agreement in relation to such additional shares of Common Stock except that the Filing Date and Effective Date with respect to such additional shares of Common Stock shall be, respectively, the sixtieth (60th) and one hundred and twentieth (120th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), 3.4 are in addition to any other rights the Holder has pursuant to this NoteWarrant, the Subscription Agreement, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note 1. So long as the Loan is outstanding outstanding, if the Company or any of its affiliates shall offer, issue or agree to issue any common stock public or securities private shares, convertible into bonds, preference shares or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Noteother equity instruments, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued pursuant to its Management Incentive Plans or shares of Common Stock subject to a prior commitment by the Borrower before the effective date of this Note as described in the Disclosure Schedule (“New Shares”), prior to the Holder (conversion or payment of only the Conversion Shares still owned by Loan, for a consideration-per-share less than the Holder) is equal to Exchange Price that would be in effect at the time of such other lower price per share issue, then, and thereafter successively upon each such issuance, the Conversion Exchange Price shall automatically be reduced to such other lower price per shareissue price. 2. For So long as the purposes hereofLoan is outstanding, "Excepted Issuances" means if the Company or any offer, issuance or agreement to of its affiliates shall issue any common stock public or securities private shares, convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic mergerbonds, consolidation or purchase of substantially all of the securities or assets of corporation preference shares, or other entityequity instruments, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not except for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise issued pursuant to the requirement to issue additional its Management Incentive Plans or shares of Common StockStock subject to a prior commitment by the Borrower before the effective date of this Note as described in the Disclosure Schedule, prior to the conversion or payment of the Loan, for a consideration-per-share more than the Exchange Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issuance, any of the Onshore Lenders shall have a preferential right to subscribe all or part of the New Shares. 3. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security into shares of Common Stock New Shares, or the issuance of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Exchange Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option and again at any time upon any subsequent issuances the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithrights.

Share Issuance. If at any time For a period of twenty four (24) months from the date of issuance of this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock Warrant (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less Final Closing Date as defined in the Subscription Agreement, if later), other than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capitalcapital and which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the Company’s stock option independent members of the board of directors of the Company or in existence as such plans and employee stock purchase plansare constituted on the date of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms in effect on the Closing Date, (v) as a result of the exercise of Warrants or conversion of the Preferred Stock issued pursuant to this Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber Consent”), and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the Notesforegoing even if issued by a predecessor acquired in connection with a business combination, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission merger or delivered to the Holder prior to the issuance of this Note share exchange (collectively, the foregoing (i) through (v) are “Excepted Issuances”). The delivery , if the Company shall issue any Common Stock except for the Excepted Issuances prior to the Holder complete exercise of this Warrant, for a consideration less than the additional shares Warrant Price that would be in effect at the time of Common Stock such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be not later than reduced to such other lower price for then outstanding Warrants, provided, however, in no event shall the closing date of the transaction giving rise Warrant Price be reduced pursuant to the requirement this Section 5(a) to issue additional shares below $0.25 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Warrant Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance. The rights Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If at In lieu of paying the entire Value Protection Consideration Amount in cash, Parent may, in its sole discretion, elect to pay all or any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for portion of such amount by issuing shares of common stock Parent Common Stock (a “Share Issuance” and the percentage determined by dividing the portion of the Value Protection Consideration Amount that Parent elects to satisfy by the Share Issuance by the Value Protection Consideration Amount, the “Share Issuance Percentage”) in accordance with the provisions of this Section 1.7(e). If Parent elects to make a Share Issuance, on the date on which the Value Protection Consideration Amount is due to be paid by Parent, Parent shall: (i) issue to each Eligible Stockholder (or modify any former holder of Company Options), with respect to each share of Company Capital Stock held by such Eligible Stockholder (or each Company Option held by such holder) immediately prior to the foregoing which may be outstandingEffective Time, the number of shares of Parent Common Stock determined by dividing: (A) an amount equal to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price Share Issuance Percentage multiplied by the cash payment that would otherwise have been made in respect of such share of Company Capital Stock or Company Option pursuant to Section 1.7(c); by (B) the Shares, without Average 2010 Year End Trading Price; and (ii) reduce the consent amount of cash that would otherwise have been payable in respect of such share of Company Capital Stock of Company Option pursuant to Section 1.7(c) by subtracting from such amount the Holders amount referred to in clause “(A)” of this Notesentence. Notwithstanding anything to the contrary contained in this Section 1.7(e), except with respect to Excepted Issuancesany holder of Company Common Stock who, then prior to the Closing, did not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B and with respect to any holder of Company shall issuePreferred Stock who, for each such occasionprior to the Closing, additional did not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B and did not satisfy Parent that it was an “accredited investor” and was not acquiring any shares of Parent Common Stock with a view to distribution with respect thereto, such Eligible Stockholder shall, at the option of Parent, in its sole discretion, in lieu of any Parent Common Stock to each Holder so that the average which such Eligible Stockholder would have been entitled under this Section 1.7(e), receive cash per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Company Common Stock or Company Preferred Stock, as the issuance case may be, held by such stockholder immediately prior to the Effective Time equal to the Residual Value Protection Per Share Amount or grants other amount due to such holder of options to purchase Common Company Preferred Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith1.7.

Share Issuance. If at any time this Note is outstanding Until the Expiration Date, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at this Warrant for a price per share or conversion or exercise price per share which shall be consideration less than the Purchase Price then applicable Conversion Price in respect effect at the time of the Sharessuch issuance then, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Purchase Price shall automatically be reduced to such other lower price per sharefor then outstanding Warrants. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any A reduction of the foregoing Purchase Price as a result of the previous sentence which may occurs after the Recapitalization which is fully effectuated on or before November 1, 2010 shall be outstandingto an amount not less than the lesser of (i) 40% of the actual initial Purchase Price that would have been in effect but for the adjustment made in connection with (i) full the previous sentence without giving effect to the Recapitalization, or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock$0.10. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Purchase Price in effect upon such any actual, permitted, optional, or allowed issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock. The reduction of the Purchase Price described in this Section 3.3 is in addition to the other rights of the Holder set forth described in the Subscription Agreement. Upon any reduction of the Purchase Price, the number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 2.1 3.3) be issuable on such exercise by a fraction of which (c)(D)a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3.3) be in effect, are and (b) the denominator is the Purchase Price in addition to any other rights effect on the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithdate of such exercise.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding In connection with each Revolving Loan made by Lender hereunder, the Company Borrowers shall offerpay to Lender a fee (such fee, as applicable to each Revolving Loan made hereunder, referred to as the “IB Fee”) for corporate advisory and investment banking services provided by the Lender to the Borrowers prior to the Effective Date equal to a Dollar amount calculated as five percent (5%) of each Revolving Loan made hereunder. Borrowers may elect to pay the IB Fee due and payable upon each Revolving Loan in cash, or by having the Issuing Borrower issue or agree to issue any common stock or securities convertible into or exercisable for Lender that number of shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than Issuing Borrower’s Common Stock that, based on the then applicable Conversion Price in respect of valuation formula set forth below, equals the Shares, without the consent of the Holders of this Note, except IB Fee due and payable with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder Revolving Loan (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted IssuancesShares”). The delivery Borrowers shall elect whether to pay the IB Fee in cash or in Shares upon notice to the Holder Lender on the Business Day immediately prior to the contemplated funding of the additional shares applicable Revolving Loan. If the Borrowers elect to pay the IB Fee in cash in connection with any Revolving Loan, the Lender shall deduct such applicable IB Fee directly from the funding of the Revolving Loan then being funded. In the event the Borrowers’ elect to issue Shares in payment of the IB Fee for any Revolving Loan, then for purposes of determining the number of Shares issuable to Lender under this Section 2.2(g) each time a Revolving loan is made, the Issuing Borrower’s Common Stock shall be not later than valued at the closing date volume weighted average price as of the transaction giving rise close of the Business Day immediately prior to the requirement date the Revolving Loan in question is being made (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of each Valuation Date, and the corresponding number of Shares issuable to the Lender based on such price. Provided the Borrowers have elected to pay the IB Fee on any Revolving Loan in Shares, simultaneously with each Revolving Loan made hereunder, the Issuing Borrower shall instruct its transfer agent to issue additional certificates representing the Shares issuable to the Lender as a result of such Revolving Loan, and shall cause its transfer agent to deliver such certificates to Lender within five (5) Business Days of the date each Revolving Loan is made hereunder. In the event such certificates representing the Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate Event of Default under this Agreement. The Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Issuing Borrower’s Common Stock. For purposes The Shares applicable to each Revolving Loan made hereunder, if applicable, shall be deemed fully earned as of the issuance and adjustment described in this paragraphdate the Revolving Loan to which such Shares relate has been funded by Lender, regardless of the issuance amount or number of Revolving Loans made thereafter. The Shares shall be included on any registration statement filed by the Issuing Borrower after the date hereof, unless such Shares may be resold without any limitation of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has kind pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithapplicable law.

Share Issuance. If If, at any time this Note is outstanding prior to the Maturity Date, the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock, except for shares of common stock the Excepted Issuances (or modify any of the foregoing which may be outstanding) to any person or entity at as hereinafter defined), for a price consideration per share or conversion or exercise price per share which shall be that is less than the then applicable Conversion Price that would be in respect effect at the time of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall such issue, for then, and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per shareissue price. For purposes of this adjustment and except for the Excepted Issuances, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security, debt instrument, warrant, right, or option and again upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Series A Conversion Price described in this paragraph is in addition to the other rights of the Holder described in this Certificate of Designation. For purposes hereofof this Certificate of Designation, "Excepted IssuancesIssuance" means shall mean any offersale by the Company of its Common Stock or equity linked debt obligations, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity (or any division or business unit thereof) so long as such issuances are not for the purpose of raising capital, (ii) the Company’s 's issuance of securities in connection with strategic supply, sale or license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock pursuant to employees, directors, and consultants issued and outstanding on or before the Company’s stock option plans and employee stock purchase plansdate hereof, (iv) securities upon the exercise or exchange of or conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission securities exercisable or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional exchangeable for or convertible into shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding For a period of twelve (12) months from the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares original date of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders issuance of this NoteWarrant, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Holders, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capitalcapital and which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Holders, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the Company’s stock option stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans and employee stock purchase plansare constituted on the date of this Agreement, (iv) securities issued upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant on the terms in effect on the Final Closing Date, (v) as a result of the exercise of Warrants or conversion of the Series A Preferred Stock issued pursuant to the Subscription Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Preferred Shares sold in the Offering held as of the date of approval (“Holder Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the Notesforegoing even if issued by a predecessor acquired in connection with a business combination, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission merger or delivered to the Holder prior to the issuance of this Note share exchange (collectively, the foregoing (i) through (vii) are “Excepted Issuances”). The delivery , if the Company shall issue any Common Stock except for the Excepted Issuances prior to the Holder complete exercise of this Warrant, for a consideration less than the additional shares Warrant Price that would be in effect at the time of Common Stock such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be not later than the closing date of the transaction giving rise reduced to the requirement to issue additional shares of Common Stocksuch other lower price for then outstanding Warrants. For purposes of the issuance and adjustment described in this paragraphadjustment, any agreement entered for or the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Warrant Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance. The rights Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If Borrower at any time this Note is outstanding the Company shall offer, issue and sell or agree to issue otherwise distribute any common stock or securities convertible into or exercisable for shares of common stock Common Stock (or modify any of the foregoing which may be outstandingotherwise than as provided in Subparagraph B above) to any person or entity at a price per share less than the Conversion Price in effect at the time of such issue, or conversion or exercise without consideration, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced to the price per share which of the most recent issuance of Common Stock. If the Borrower at any time shall be less issue and sell or otherwise distribute any shares of Common Stock (otherwise than as provided in Subparagraph B above) at a price per share greater than the then applicable Conversion Price in respect effect at the time of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuancessuch issue, then the Company Conversion Price shall issuenot be adjusted. Adjusted Conversion Prices shall in all cases be computed to the nearest even cent. In the event of a reduction in the Conversion Price under this Paragraph C, for each such occasionthe number of shares of Common Stock purchasable upon exercise of the conversion right specified by the provisions of this Debenture shall be adjusted so that the number of shares of Common Stock originally specified herein shall be multiplied by the Conversion Price originally specified herein, and the resulting product shall be divided by the adjusted Conversion Price determined as provided above in this Paragraph C. The resulting quotient shall be the adjusted number of shares of Common Stock purchasable pursuant to the provisions of this Debenture and shall be computed to the nearest 1/100th of one share of Common Stock. For the purposes of the first sentence of this Paragraph (C), the following provisions shall be applicable: (1) In the case of the issuance of additional shares of Common Stock for cash, the consideration received by Borrower therefor shall be deemed to each Holder so that be the average per share purchase price cash proceeds received by Borrower for such shares after deducting any commissions paid or incurred by Borrower for any underwriting of, or otherwise in connection with, the issuance of such shares of Common Stock. (2) In case of the issuance (otherwise than upon conversion or exchange of obligations or shares of Common Stock) of additional shares of Common Stock issued to for a consideration other than cash or a consideration a part of which shall be other than cash, the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any amount of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as than cash received by Borrower for such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than deemed to be the closing value of such consideration as determined reasonably and in good faith by the Board of Directors of Borrower. (3) In case of the issuance by Borrower after the date of the transaction giving rise to the requirement to issue additional this Debenture of (a) any security that is convertible into shares of Common Stock. For purposes , (b) any rights or options to purchase Common Stock, Borrower shall be deemed to have issued the maximum number of shares of Common Stock into which such convertible security may be converted, and the issuance maximum number of shares of Common Stock deliverable on the exercise of such rights or options, for the consideration received by Borrower for such convertible security or for such rights or options (plus the amount of any underwriting discount), as the case may be, and adjustment described before deducting therefrom any expenses or commissions incurred or paid by Borrower for any underwriting of, or otherwise in this paragraphconnection with, the issuance of such convertible security or rights or options, plus (a) any security of consideration or adjustment payment to be received by Borrower in connection with such conversion and (b) the Company carrying minimum consideration to be received by Borrower for the right to convert such security into shares of Common Stock issuable upon the exercise of such rights or options. (4) For the purposes of this Debenture, any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock issued as a stock dividend shall be deemed to have been issued for no consideration. (5) Shares reserved as of the date of this Debenture for issue upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such the conversion or purchase rights if such issuance is right specified by the provisions of this Debenture shall be deemed to be issued at a price lower than per share equal to the Conversion Price or adjusted Conversion Price in effect at the date of issue. (6) Shares issued upon such issuance. The rights exercise of options granted under any Company Stock Option Plan shall be deemed issued at a price per share equal to the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.Conversion Price

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that except for the average per share purchase price of the shares of Common Stock issued to the Holder (of only Excepted Issuances for a consideration less than the Conversion Shares still owned by Price in effect at the Holder) is equal to time of such other lower price per share issue, then, and thereafter successively upon each such issue, the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock above-described security and again upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. The reduction of the Conversion Price described in effect upon such issuance. The this paragraph is in addition to other rights of the Holder set forth described in this Section 2.1 Note. “Excepted Issuances” means any proposed sale by the Borrower of its Common Stock or other securities or equity linked debt obligations, except in connection with (c)(D)i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration rights, (ii) the Borrower’s issuance of securities in addition connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Borrower’s issuance of Common Stock or the issuances or grants of options to any other rights the Holder has purchase Common Stock to employees, directors, and consultants, pursuant to this Noteplans described on Schedule A, any Transaction Document and any other agreement referred to (iv) as a result of the exercise of the Warrants or entered into conversion of the Notes, (v) an underwritten public offering in connection herewith.with not less than $10,000,000 of gross proceeds of such public offering and (vi) as otherwise described on Schedule A.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, and (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesPrice, without the consent of all the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of the corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plansplans up to a maximum of 10% of the outstanding share capital on a fully diluted basis at the time of such issuance or grant, (iv) the conversion of any of the Notes, and (v) the payment of any interest on the NotesNotes in Conversion Shares (any such instance, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the an “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing effective date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company (including without limitation other convertible debentures) carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), d)(D) are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which Payees of such securities or debt are not at any time granted registration rights other than piggy back rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capitalcapital which Payees of such securities or debt are not at any time granted registration rights other than piggy back rights, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans as such plans are constituted on the Company’s stock option plans and employee stock purchase plans, date hereof (iv) the conversion of any of the Notesup to 5,000,000 shares per year issued to legitimate third party service providers and contractors, (v) securities issued pursuant to financing deals in place as of the payment date hereof, specifically the purchase of any interest shares by GEM Global Yield Fund as announced in the Borrower’s Form 8-K filed with the SEC on the NotesJuly 11, 2012; and (vi) as has been described securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the date hereof on the terms in effect on the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note date hereof (collectively, the foregoing (i) through (vi) are “Excepted Issuances”). The delivery , prior to the Holder complete conversion or payment of this Note, for a consideration per share that is less than the additional shares Conversion Price that would be in effect at the time of Common Stock such issue, then, and thereafter successively upon each such issuance, the Conversion Price shall be not later than the closing date of the transaction giving rise reduced to the requirement to such other lower issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company Borrower carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option and again at any time upon any subsequent issuances the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price in effect upon such issuancePrice. The rights Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation ofcorporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If The Exercise Price shall be subject to adjustment in accordance with this Section 11 and as otherwise provided in the Purchase Agreement. Other than the Excepted Issuances, if at any time this Note is outstanding until the Debentures have been repaid (either in cash or Common Stock) or converted in full, the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) ("New Issue Securities") to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Exercise Price in respect of the Warrant Shares, without the consent of each Holder holding the Holders of this Note, except with respect to Excepted IssuancesWarrant, then the Company Exercise Price of the outstanding Warrants shall issuebe adjusted, on a full ratchet basis, to reflect the issue price or conversion or exercise price of the New Issue Securities. The average Purchase Price of the Warrant Shares shall be calculated separately for each the Conversion Shares and Warrant Shares. The foregoing calculation and issuance shall be made separately for Conversion Shares received upon conversion and separately for Warrant Shares. The Holder is granted the registration rights described in Section 2(b) of the Registration Rights Agreement in relation to such occasion, additional shares of Common Stock to each Holder so except that the average per share purchase price of the Scheduled Filing Date and Scheduled Effective Date vis- -vis such additional common shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereofbe, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectivelyrespectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than sixtieth (60th) and one hundred and twentieth (120th) date after the closing date of the transaction giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Exercise Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), 11(a) are in addition to any other rights the Holder Investor has pursuant to this NoteAgreement, the Debenture, the Warrant, any Transaction Document Document, and any other agreement referred to or entered into in connection herewith...