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

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just prior to such issue pursuant to Section 3(a), the “Threshold Price”), then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise Price; and (B) 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; provided that, (i) for the purpose of this Section 3(b), all shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to after the Expiration Note Date shall issue Additional Shares of Common Stock, as defined below, Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9.3) without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the Exercise Price in effect on the date of and immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issuance, then and in such event, the Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) equal to the lower of (1) the Exercise Price in effect on the date of and immediately prior to such issuance or (2) ninety percent (90%) of the Weighted Average Dilution Price (the "Recalculated Price"); provided, that (A) if the Weighted Average Dilution Price is less than or equal to $0.28 and greater than or equal to $0.25, the Recalculated Price shall equal $0.25, and (B) if the Weighted Average Dilution Price is less than $0.25, the Recalculated Price shall equal the Weighted Average Dilution Price. As used herein, the "Weighted Average Dilution Price" shall be determined by multiplying such the Exercise Price in effect on the date of and immediately prior to such issuance by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise PricePrice in effect immediately prior to such issuance; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus the number of such Additional Shares of Common Stock so issued; provided that, (i) for . For the purpose of this Section 3(b)the foregoing calculation of the Weighted Average Dilution Price, all the number of shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue issuance shall be deemed calculated on a fully converted basis, as if all Convertible Securities had been fully converted into shares of Common Stock immediately prior to be outstanding, and (ii) such issuance; provided that the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities Convertible Securities shall be determined without giving not give effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible securities Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall Company, at any time prior to after the Expiration Warrant Issue Date shall issue Additional Shares of Common Stock, as defined below, Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 11.1(c)) without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the Exercise Price in effect on the date of and immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the such Exercise Price; Price in effect immediately prior to such issuance, and (B) 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; provided that, (i) for . For the purpose of this Section 3(b)the above calculation, all the number of shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstandingcalculated on a fully diluted basis, and (ii) the number of as if all Convertible Securities had been fully converted into shares of Common Stock deemed issuable upon conversion immediately prior to such issuance and any outstanding warrants, options or exchange other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to Convertible Securities, or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities shall be determined without giving effect to any adjustments to securities, solely as a result of the adjustment of the respective Exercise Prices (or other conversion or exchange price or conversion or exchange rate of such convertible securities ratios) resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any causing such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Priceadjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at Company, after the Original Issue Date, issues any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined belowStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6(b)(iii)), without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the fair market value on the date of and immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issuance, then the such Exercise Price shall be reduced, concurrently with such issuewithsuch issuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (2II) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the such Exercise Price; and (B) the denominator of which shall be (I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (II) the number of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose . For purposes of this Section 3(b6(b)(iv), (x) if a record date is set for the issuance or deemed issuance of any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise, conversion or exchange of convertible securities Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding, outstanding (other than any shares excludable from the definition of "Additional Shares of Common Stock" in accordance with Section 6(b)(i)(A)M or (VI)); and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding convertible securities Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall be determined without giving effect to any adjustments to the exercise, conversion or exchange price prices or conversion or exchange rate ratios of such convertible securities Options or Convertible Securities resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at any time Company, after the Original Issue Date and prior to the Expiration Date issue an IPO, issues any Additional Shares of Common Stock, as defined belowStock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6(b)(iii)), without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the Exercise Price in effect on the date of and immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issuance, then the such Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (2II) the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the such Exercise Price; and (B) the denominator of which shall be (I) the number of shares of Common Stock outstanding immediately prior to such issue issuance, plus (II) the number of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose . For purposes of this Section 3(b6(b)(iv), (x) if a record date is set for the issuance or deemed issuance of any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise, conversion or exchange of convertible securities Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding, outstanding (other than any shares excludable from the definition of “Additional Shares of Common Stock” in accordance with Section 6(b)(i)(A)(V)); and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding convertible securities Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate exercise prices of such convertible securities the Warrants resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the Exercise Price in effect immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issue, then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the such Exercise Price; and (B) 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; provided that, (i) for the purpose of this Section 3(b3(d), all shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the OfferingEffective Date; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(aSections 3(a)(i) through 3(a)(iii) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to (A) the Subscription Agreement and related transaction documents used Company’s Private Placement Memorandum thereunder or (B) the reverse triangular merger of InVivo Therapeutics Corporation with a wholly owned subsidiary of the Company as contemplated in the OfferingPrivate Placement Memorandum “Merger”); (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b3(d) shall not operate to increase the Exercise Price. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 3(d), the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall this Company, at any time prior to after the Expiration Original Issue Date shall issue Additional Shares of Common Stock, as defined below, Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection (a)(iii)) without consideration or for a consideration per share less than $0.25 (as such amount may be adjusted just the Exercise Price in effect on the date of and immediately prior to such issue pursuant to Section 3(a), the “Threshold Price”)issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the such Exercise Price; Price in effect immediately prior to such issuance, and (B) 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; provided that, (i) for . For the purpose of this Section 3(b)the above calculation, all the number of shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstandingcalculated on a fully diluted basis, as if all of the Warrants and (ii) the number of all Convertible Securities had been fully converted into shares of Common Stock deemed issuable upon conversion immediately prior to such issuance and any outstanding warrants, options or exchange other rights for the purchase of shares of stock or Convertible Securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock issuable with respect to shares of Series E Preferred Stock, Convertible Securities, or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities shall be determined without giving effect to any adjustments to securities, solely as a result of the adjustment of the respective Exercise Prices (or other conversion or exchange price or conversion or exchange rate of such convertible securities ratios) resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any causing such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Priceadjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration per share less than $0.25 0.30 (as such amount may be adjusted just prior to such issue pursuant to Section 3(a), the “Threshold Price”), then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise Price; and (B) 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; provided that, (i) for the purpose of this Section 3(b), all shares of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall at Company, after the Original Issue Date, issues any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 11(b)(i)) for a consideration per share less than $0.25 (as the Exercise Price then in effect, then in each such amount may be adjusted just case, the Exercise Price in effect on the date of and immediately prior to such issue pursuant to Section 3(a)issuance, the “Threshold Price”), then the Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) fraction calculated as follows: X + Y X + Z where: X = the number of shares of Common Stock outstanding immediately prior to such issue plus (2) issuance; Y = the number of shares of Common Stock which that the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus Z = the number of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose . For purposes of this Section 3(b11(b)(ii), (x) if a record date is set for the issuance or deemed issuance of any Additional Shares of Common Stock, then the close of business on such record date shall be treated as the time of issuance of such Additional Shares of Common Stock; (y) all shares of Common Stock issuable upon exercise, conversion or exchange of convertible securities Options or Convertible Securities (including Convertible Securities issuable upon exercise of Options) outstanding immediately prior to such issue issuance shall be deemed to be outstanding, ; and (iiz) the number of shares of Common Stock deemed issuable outstanding upon exercise, conversion or exchange of such outstanding convertible securities Options and Convertible Securities (including Convertible Securities issuable upon exercise of Options) shall be determined without giving effect to any adjustments to the exercise, conversion or exchange price prices or conversion or exchange rate ratios of such convertible securities Options or Convertible Securities resulting from the issuance of the Additional Shares of Common Stock that is the subject of this the calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding on the Final Closing of the Offering; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3(a) above; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) any securities issued or issuable by the Company pursuant to the Subscription Agreement and related transaction documents used in the Offering; (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate to increase the Exercise Price.