Common use of Additional Warrants Clause in Contracts

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "Note") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Company, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five Thousand (125,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Exercise Price"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "NoteNOTE") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Companysecurities, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One One-Hundred TwentyFifty-Five Thousand (125,000150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 5.50 (the "Exercise PricePURCHASE PRICE"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Purchase Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.004.00. In such event, the Exercise Purchase Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "NoteNOTE") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Companysecurities, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five and Fifty Thousand (125,000150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Exercise PURCHASE Price"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Purchase Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Exercise Purchase Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "NoteNOTE") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Companysecurities, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five Thousand (125,000100,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 5.50 (the "Exercise PricePURCHASE PRICE"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Purchase Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.004.00. In such event, the Exercise Purchase Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "Note") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Companysecurities, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five and Fifty Thousand (125,000150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Exercise Purchase Price"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Purchase Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Exercise Purchase Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.

Additional Warrants. Upon the satisfaction of either (a) the Company's full payment of all of the outstanding obligations under that certain Promissory Note (the "Note") of even date herewith made by the Company and payable to the Holder or (b) a closing of an offering of the capital stock of the Companysecurities, whether through one or more private placements or secondary public offerings, in which the Company raises gross proceeds from such transaction or transactions of at least $1,500,000, the Company shall grant to the Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five and Fifty Thousand (125,000150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Exercise PricePURCHASE PRICE"). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Purchase Price shall be made in respect of the issuance of additional shares of Common Stock of the Company (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of such additional shares of Common Stock, whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Exercise Purchase Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued.