Common use of Adjustment Upon Issuance of Shares of Common Stock Clause in Contracts

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase Agreement, the Company issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementIssuance Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted a price determined as follows: Adjusted Exercise Price and = (A x B) + D where “A” equals the New Issuance Price under this Section 3(b))number of shares of Common Stock outstanding, including the following shall Additional Shares deemed to be applicable:issued hereunder, immediately preceding the Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementIssuance Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal the lowest price per share at which any share of Common Stock was issued or sold or deemed to the New Issuance Pricebe issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)2(b), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the date of the Purchase Agreementhereof, and after Stockholder Approval is obtained, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 5 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Conversion Price and the New Issuance Price consideration per share under this Section 3(b5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementIssuance Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted a price determined as follows: Adjusted Exercise Price and = (A x B) + D A+C where “A” equals the New Issuance Price under this Section 3(b))number of shares of Common Stock outstanding, including the following shall Additional Shares deemed to be applicable:issued hereunder, immediately preceding the Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementInitial Exercise Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 3 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted a price determined as follows: Adjusted Exercise Price and = (A x B) + D A+C where “A” equals the New Issuance Price under this Section 3(b))number of shares of Common Stock outstanding, including the following shall Additional Shares deemed to be applicable:issued hereunder, immediately preceding the Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Securities Purchase Agreement, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Excluded Securities and any shares of Common Stock issued (or deemed issued) to any holder of SPA Warrants in a Subsequent Placement (as defined in the Securities Purchase Agreement), issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Securities Purchase AgreementAgreement until the Expiration Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Issuances (as defined in the Securities Purchase Agreement) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to greater of (i) the New Issuance PricePrice and (ii) $0.15. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase Agreementhereof, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 5 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including (i) the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, and (ii) all issuances or sales of shares to the Purchaser pursuant to all prior agreements between the Company and Purchaser, including but not limited to conversion of notes and exercise of warrants previously issued to Purchaser, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Conversion Price and the New Issuance Price consideration per share under this Section 3(b5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “"Dilutive Issuance”"), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced reduced, subject to the provisions of Section 2(a)(vi) hereto, to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company issues issues, sells, publicly announces the contemplated issuance or sells (or enters into any agreement to grant, issue or sell)sale of, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance, sale or public announcement of the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b2(c)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementIssue Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 6 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Dilutive Issuance Price”) that is less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Exercise Price”) (the foregoing foregoing, a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately following such Dilutive Issuance, the Applicable Exercise Price then in effect shall be reduced to an amount equal the Dilutive Issuance Price; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the New Issuance Price. Exercise Price shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment For all purposes of the foregoing (including, without limitation, determining the adjusted reduced Exercise Price and the New Issuance Price consideration per share under this Section 3(b2(a)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale (or deemed issuance or sale) of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance shares of Common Stock issued or sold (or deemed to have been issued or sold) by the Company in connection with any Excluded Securities for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Market Price in effect per share of the Common Stock immediately prior to such issuance or sale (or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”sale) (the foregoing a “"Dilutive Issuance”"), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately upon such Dilutive Issuance, the Exercise Price then in effect number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such Dilutive Issuance shall be reduced increased (but in no event decreased) to an amount a number of Warrant Shares equal to the New product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such Dilutive Issuance Price. For all purposes of the foregoing by a fraction (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following which shall in no event be applicable:less than one):

Adjustment Upon Issuance of Shares of Common Stock. If If, at any time and whenever on or from time to time from and after the date of Stockholder Approval Date and while this Warrant is outstanding (the Purchase Agreement“Adjustment Period”), the Company issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b3(f) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the Floor Price. “Floor Price” means $0.06 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b3(f)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance shares of Common Stock issued or sold or deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal the lowest price per share at which any share of Common Stock was issued or sold or deemed to the New Issuance Pricebe issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase Agreementhereof, the Company issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) 3 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Securities issued or sold or deemed to have been issued or soldsold in an Exempt Issuance, as defined in the Purchase Agreement) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Applicable Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined below) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal the lowest price per share at which any share of Common Stock was issued or sold or deemed to the New Issuance Pricebe issued or sold. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Purchase AgreementSubscription Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) 2 is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the grant, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If If, at any time and whenever on or from time to time from and after the date of Stockholder Approval Date and while this Warrant is outstanding (the Purchase Agreement“Adjustment Period”), the Company issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b3(f) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the Floor Price. “Floor Price” means $[ ]2 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b3(f)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the Securities Purchase Agreement, the Company issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding (x) any Exempt Issuance Excluded Securities (as defined in the Securities Purchase Agreement) and (y) any Additional Excluded Securities), issued or sold or deemed to have been issued or sold) sold for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of each immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b2(b)), the following shall be applicable: