Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event this corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 4.c.(3)) without consideration or for a consideration per share less than the Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, by a fraction, the numerator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of shares of Common which the aggregate consideration received by the corporation for the total number of Additional Shares of Common so issued would purchase at such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, in effect immediately prior to such issue; and the denominator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued; and provided further that, for the purposes of this Section 4.c.(4): (i) no shares of Common issued or issuable upon conversion of Preferred Stock shall be deemed to be outstanding and all such shares shall be excluded from such calculation, (ii) all shares of Common issuable upon conversion of outstanding Options and Convertible Securities (excluding outstanding Preferred Stock) shall be deemed to be outstanding and all such shares shall be included in such calculation, and (iii) except as provided in the foregoing clauses (i) and (ii) above, immediately after any Additional Shares of Common are deemed issued pursuant to Section 4.c.(3), such Additional Shares of Common shall be deemed to be outstanding. The Series A-1 Conversion Price, Series A-3 Conversion Price and Series B Conversion Price shall not be increased except as set forth in Section 4.c.(3)(b) and in Section 4.d.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event this corporation Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 4.c.(3)) without consideration or for a consideration per share less than the Series A-1 Conversion Price, Series A-3 Conversion Price, Series B Conversion Price or Series B C Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Series A-1 Conversion Price, Series A-3 Conversion Price, Series B Conversion Price or Series B C Conversion Price, respectively, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series A-1 Conversion Price, Series A-3 Conversion Price, Series B Conversion Price or Series B C Conversion Price, respectively, by a fraction, the numerator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of shares of Common which the aggregate consideration received by the corporation Corporation for the total number of Additional Shares of Common so issued would purchase at such Series A-1 A- 1 Conversion Price, Series A-3 Conversion Price, Series B Conversion Price or Series B C Conversion Price, respectively, in effect immediately prior to such issue; and the denominator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued; and provided further that, for the purposes of this Section 4.c.(4): (i) no shares of Common issued or issuable upon conversion of Preferred Stock shall be deemed to be outstanding and all such shares shall be excluded from such calculation, (ii) all shares of Common issuable upon conversion of outstanding Options and Convertible Securities (excluding outstanding Preferred Stock) shall be deemed to be outstanding and all such shares shall be included in such calculation, and (iii) except as provided in the foregoing clauses (i) and (ii) above, immediately after any Additional Shares of Common are deemed issued pursuant to Section 4.c.(3), such Additional Shares of Common shall be deemed to be outstanding. The Series A-1 Conversion Price, Series A-3 Conversion Price, Series B Conversion Price and Series B C Conversion Price shall not be increased except as set forth in Section 4.c.(3)(b) and in Section 4.d.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event this corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 4.c.(3)) without consideration or for a consideration per share less than the Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, by a fraction, the numerator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of shares of Common which the aggregate consideration received by the corporation for the total number of Additional Shares of Common so issued would purchase at such Series A-1 Conversion Price, Series A-3 Conversion Price or Series B Conversion Price, respectively, in effect immediately prior to such issue; and the denominator of which shall be the number of shares of Common outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued; and provided further that, for the purposes of this Section 4.c.(4): (i) no shares of Common issued or issuable upon conversion of Series A Preferred Stock shall be deemed to be outstanding and all such shares shall be excluded from such calculation, (ii) all shares of Common issuable upon conversion of outstanding Options and Convertible Securities (excluding outstanding Preferred StockSeries A Preferred) shall be deemed to be outstanding and all such shares shall be included in such calculation, and (iii) except as provided in the foregoing clauses (i) and (ii) above, immediately after any Additional Shares of Common are deemed issued pursuant to Section 4.c.(3), such Additional Shares of Common shall be deemed to be outstanding. The Series A-1 Conversion Price, Series A-3 Conversion Price and Series B Conversion Price shall not be increased except as set forth in Section 4.c.(3)(b) and in Section 4.d.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this corporation Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 4.c.(33(g)(iii)) without consideration or for a consideration per share less than the Series A-1 Conversion Price, Series A-3 Conversion Price or for the Series B Conversion Price E Preferred in effect on the date of and immediately prior to such issue, then and in each such event, such Series A-1 Conversion Price, Series A-3 event each Conversion Price or Series B Conversion Price, respectively, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such (A) with respect to the Series A-1 Conversion PriceE Preferred, Series A-3 the Conversion Price or for the Series B Conversion Price, respectively, E Preferred theretofore in effect 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 corporation Corporation for the total number of Additional Shares of Common so issued would purchase at such Series A-1 Conversion Price, Series A-3 the Conversion Price or for the Series B Conversion Price, respectively, E Preferred in effect immediately prior to such issue; , 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 so issuedissued and sold (such fraction, the “Proportional Series E Conversion Price Adjustment”) and (B) with respect to the Series A Preferred, Series B Preferred, Series C Preferred, Series C-1 Preferred and Series D Preferred, the applicable Conversion Price for such series theretofore in effect by the Proportional Series E Conversion Price Adjustment; and provided further provided, however, that, for the purposes of this Section 4.c.(4): (i) no 3(g)(iv), all shares of Common issued or Stock issuable upon exercise, conversion or exchange of Preferred Stock outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding and all such shares shall be excluded from such calculation, (ii) all shares of Common issuable upon conversion of outstanding Options and Convertible Securities (excluding outstanding Preferred Stock) shall be deemed to be outstanding and all such shares shall be included in such calculationoutstanding, and (iii) except as provided in the foregoing clauses (i) and (ii) above, immediately after any Additional Shares of Common are deemed issued pursuant to Section 4.c.(33(g)(iii), such Additional Shares of Common shall be deemed to be outstanding. The Series A-1 Conversion Price, Series A-3 Conversion Price and Series B Conversion Price shall not be increased except as set forth in Section 4.c.(3)(b) and in Section 4.d.