Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 2(f) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company but excluding Excluded Securities) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to such time (a "DILUTIVE ISSUANCE"), then immediately after such issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) (1) the sum of (I) the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance and (II) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (2) the product of (I) the Applicable Price multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription DateCompany, the Company at any time while this Note is outstanding, issues or sells, or in accordance with this Section 2(f5(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of Stock, excluding shares of Common Stock owned Stock, Convertible Securities or held Options deemed to have been issued or sold by or for the account of the Company but excluding in connection with any Excluded Securities) , for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to such time issue or sale (such price the “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such issue or sale, Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the product of (xX) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) Y) the quotient determined by dividing (1) the sum of (Ii) the product of derived by multiplying the Applicable Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding deemed outstanding immediately prior to such Dilutive Issuance and plus (IIii) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (2) the product of derived by multiplying (Ii) the Applicable Conversion Price multiplied in effect immediately prior to such Dilutive Issuance by (IIii) the number of shares of Common Stock Deemed Outstanding deemed outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i5(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after prior to the Subscription first anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 2(f8(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded SecuritiesSecurity) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE"“New Securities Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Conversion Price in effect immediately prior to such time issue or sale (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such issue or saleDilutive Issuance, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (xA) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) B) the quotient determined by dividing (1) the sum of (I) the product of derived by multiplying the Applicable Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance and plus (II) the consideration, if any, received or deemed received by the Company upon such Dilutive Issuance, divided by (2) the product of derived by multiplying (I) the Applicable Conversion Price multiplied in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i8(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Initial Issuance Date, the Company Corporation issues or sells, or in accordance with this Section 2(f7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company Corporation, but excluding any Excluded SecuritiesSecurities (as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Conversion Current Market Price in effect immediately prior to such time issue or sale or deemed issuance or sale (such Current Market Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then then, immediately after following such issue or saleDilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of “CP1” below: OB + (xAC / CSP) CP1 = CCP x _________________ OA CCP = the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) (1) the sum of (I) the product of the Applicable Price and OB = the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such Dilutive Issuance and (II) AC = the consideration, if any, received by the Company Corporation upon such Dilutive Issuance, divided by (2) Issuance CSP = the product Closing Sale Price of (I) the Applicable Price multiplied by (II) Common Stock on the date of issuance or sale or deemed issuance or sale of the shares of Common Stock in such Dilutive Issuance OA = the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Datedate of issuance of the Notes, the Company issues or sells, or in accordance with this Section 2(f) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or Excluded SecuritiesSecurities (as defined below) or upon conversion of the Notes or exercise of the Warrants (as defined in the Securities Purchase Agreement)) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the "APPLICABLE PRICEApplicable Price") equal to the Conversion Market Price in effect immediately prior to on the date of such time (a "DILUTIVE ISSUANCE")issue or sale, then immediately after such issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance issue or sale and (y) ) the quotient of (1) the sum of (I) the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such Dilutive Issuance issue or sale and (II) the consideration, if any, received by the Company upon such Dilutive Issuanceissue or sale, divided by (2) the product of (I) the Applicable Price multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuanceissue or sale. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Initial Issuance Date, the Company issues or sells, or in accordance with this Section 2(f3(e) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company but excluding Excluded Securities) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE"“New Securities Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Conversion Price in effect immediately prior to such time (a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) ) (1) the sum of (I) the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance and (II) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (2) the product of (I) the Applicable Price multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i3(e)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 2(f7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded SecuritiesSecurity) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Conversion Price in effect immediately prior to such time issue or sale (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such issue or saleDilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (xA) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) B) the quotient determined by dividing (1) the sum of (I) the product of derived by multiplying the Applicable Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance and plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (2) the product of derived by multiplying (I) the Applicable Conversion Price multiplied in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date, date hereof the Company issues shall issue or sells, or in accordance sell any shares of its Common Stock (except with this Section 2(f) is deemed respect to have issued or sold, any the issuance of the Additional Consideration Shares and the shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account issuable upon conversion of the Company but excluding Excluded SecuritiesNotes or upon the exercise of the Warrants) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to the time of such issue or sale or the Market Price at the time (a "DILUTIVE ISSUANCE")of such issue or sale, then immediately after then, forthwith upon such issue or sale, the Conversion Price then in effect with respect to the conversion of any Note subsequent to such event shall be reduced (but not increased, except as otherwise specifically provided in paragraph 9D(3) to the lower of the prices (calculated to the nearest cent) determined as follows: (1) an amount equal to the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) (1) the sum of (IA) the product of the Applicable Price and the aggregate number of shares of Common Stock Deemed Outstanding outstanding immediately prior to such Dilutive Issuance issue or sale multiplied by the then existing Conversion Price, and (IIB) the consideration, if any, received by the Company upon such Dilutive Issuanceissue or sale, divided by (2ii) the product of (I) the Applicable Price multiplied by (II) the aggregate number of shares of Common Stock Deemed Outstanding of all classes outstanding immediately after such Dilutive Issuanceissue or sale; and by multiplying the Conversion Price in effect immediately prior to the time of such issue or sale by a fraction, the numerator of which shall be the sum of (i) the aggregate number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Market Price immediately prior to such issue or sale plus (ii) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the product of (iii) the aggregate number of shares of Common Stock of all classes outstanding immediately after such issue or sale, multiplied by (iv) the Market Price immediately prior to such issue or sale. No adjustment of the Conversion Price, however, shall be made in an amount less than 1% of the Conversion Price, but any such lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment. For the purposes of determining the adjusted Conversion Price under this Section 2(f)(i)paragraph 9D, the following paragraphs 9D(1) through 9D(9) shall also be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 2(f) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company but excluding Excluded Securities) for a consideration per share (the "NEW SECURITIES ISSUANCE PRICE"“New Securities Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Conversion Price in effect immediately prior to such time (a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance and (y) ) the quotient of (1) the sum of (I) the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance and (II) the consideration, if any, received by the Company upon such Dilutive Issuance, divided by (2) the product of (I) the Applicable Price multiplied by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 2(f)(i), the following shall be applicable: