Common use of Dilutive Issuances Clause in Contracts

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, outstanding shall sell or grant issue any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue convertible debt (or announce any offer, sale, grant or any option to purchase or other disposition“Convertible Debt”) any Common Stock or Common Stock Equivalents entitling any Person person to acquire in excess of 100,000 shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (or if the holder of the any Common Stock or Common Stock Equivalents so equivalents (‘Common Stock Equivalents”) issued in connection therewith shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, Price (such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price and the number of Conversion Shares issuable hereunder shall be increased such that the Aggregate Conversion Price Payable hereunder, after taking into account the decrease in the Conversion Price, shall be equal to the Aggregate Conversion Price Prior to such adjustment. Such adjustment shall be made whenever such Convertible Debt, Common Stock or Common Stock Equivalents constituting a Dilutive Issuance are issued. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance adjustments shall be made, paid or issued under this Section 3(c) in respect of any an Exempt Issuance. Exempt Issuances shall not include (1) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; (2) shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents subject outstanding at the issue date of this Note; (3) shares of Common Stock issued or issuable pursuant to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes acquisition of clarification, whether or not another corporation by the Company provides by merger, purchase of substantially all of the assets or other reorganization or to a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)joint venture agreement, upon provided, that such issuances are unanimously approved by the occurrence Company’s Board of any Dilutive IssuanceDirectors; and (4) shares of Common Stock issued or issuable in connection with sponsored research, after collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships unanimously approved by the date Company’s Board of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeDirectors.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while prior to the full exercise of this Note is outstandingWarrant, shall sell issues, sells or grant grants any option to purchase, or sell sells or grant grants any right to re-pricereprice, or otherwise dispose of disposes of, or issue issues (or announce has sold or issued, as the case may be, or announces any offer, sale, grant or any option to purchase or other disposition) ), any Common Stock or Common Stock Equivalents entitling other securities convertible into, exercisable for, or otherwise entitle any Person person or entity the right to acquire acquire, shares of Common Stock, in each or any case at an effective price per share of less than the then Conversion Price $0.001 per share of Common Stock (such lower price, the “Base Share Exercise Price” and such issuances issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalents other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Conversion Price$0.001 per share of Common Stock, such issuance shall be deemed to have occurred for less than the Conversion Price $0.001 per share of Common Stock on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced reduced, at the option of the Holder, to a price equal to the Base Share Exercise Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than adjustment will be made under this Section 3(c) in respect of an Exempt Issuance (as defined below). In the Trading Day following the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice adjustment pursuant to this Section 3(d)(iv)3(c) shall be calculated as if all such securities were issued at the initial closing. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, upon by a majority of the occurrence non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any Dilutive Issuancesuch issuance shall only be to a Person (or to the equity holders of a Person) which is, after itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the date business of such Dilutive Issuance the Company and shall provide to the Company additional benefits in addition to the investment of 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; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company; or (d) securities issued with respect to which the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price waives its rights in the Conversion Noticewriting under this Section 3(c).

Dilutive Issuances. If the Company or any Subsidiary subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockStock (other than an Exempt Issuance), at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify Notwithstanding the foregoing, the Holder in writingmay only enforce its rights under this Section 4(d)(iv) after the date that is one hundred eighty (180) calendar days after the Issuance Date, no later than provided, however, that at such time the Trading Day following Holder may enforce its rights to all adjustments hereunder that apply even if the issuance of any Dilutive Issuance occurred prior to the date that is one hundred eighty (180) calendar days after the Issuance Date. “Exempt Issuance” shall mean: (i) Common Stock and Common Stock Equivalents issued pursuant to an Uplist Offering, (ii) Common Stock or Common Stock Equivalents subject issued to this Section 3(d)(iv), indicating therein the applicable issuance priceemployees or directors of, or applicable reset priceconsultants, exchange priceadvisors or service providers to, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides or any of its subsidiaries pursuant to a Dilutive Issuance Notice plan, agreement or arrangement approved by the Board of Directors of the Company, (iii) shares Common Stock actually issued upon the exercise of Common Stock Equivalents for which an adjustment has already been made pursuant to this Section 3(d)(iv4(d)(iv), upon (iv) Common Stock and Common Stock Equivalents issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the occurrence Board of any Dilutive IssuanceDirectors of the Company, after (v) Common Stock and Common Stock Equivalents issued to suppliers or third party service providers in connection with the date provision of such Dilutive Issuance goods or services pursuant to transactions approved by the Holder is entitled to receive a number Board of shares based upon Directors of the Base Share Price regardless of whether the Holder accurately refers Company, (vi) Common Stock and Common Stock Equivalents issued as acquisition consideration pursuant to the Base Share Price acquisition of another business by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Company, and (vii) Common Stock and Common Stock Equivalents issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Conversion NoticeBoard of Directors of the Company.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “"Base Share Price” " and such issuances collectively, a “"Dilutive Issuance”") (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then then, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made under this Section 3(b) with respect to any Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the three (3) Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.Notice of Exercise. For purposes of the adjusted Exercise Price under this Section 3(b), the following shall be applicable:

Dilutive Issuances. If the Company shall issue or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchasesell, or sell is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or grant any right to re-price, or otherwise dispose of or issue sold (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectivelyeach, a “Dilutive Issuance”), any additional shares of Common Stock, other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Warrant Share Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Stockholder Proposals, the Warrant Share Exercise Price shall be reduced to the higher of (if i) the holder New Issuance Price or (ii) $0.61 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than occurring after the Conversion date hereof) (the “Full-Ratchet Floor Price, such issuance shall be deemed to have occurred for less than ”). From and after the Conversion Price on such date of stockholder approval of the Dilutive Issuance)Stockholder Proposals, then if any, the Conversion Warrant Share Exercise Price shall be reduced and only reduced to equal the Base Share New Issuance Price. Such adjustment shall be made whenever In the event that in the time period prior to such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides stockholder approval a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon is made and the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Warrant Share Exercise Price is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers adjusted to the Base Full-Ratchet Floor Price instead of the New Issuance Price, then immediately following such stockholder approval, the Warrant Share Exercise Price in shall be adjusted to such New Issuance Price if such New Issuance Price is lower than the Conversion Noticethen current Warrant Share Exercise Price.

Dilutive Issuances. If (i) Prior to, and including, the consummation of the Significant Subsequent Financing, if the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

Dilutive Issuances. If the Company or any Subsidiary subsidiary thereof, as applicable, at any time while this the Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockStock for cash in a capital raising transaction (other than an Exempt Issuance), at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, the Holder may only enforce its rights under this Section 5.2 after the date that is one hundred eighty (180) calendar days after the Issue Date, provided, however, that at such time the Holder may enforce its rights to all adjustments hereunder that apply even if the Dilutive Issuance occurred prior to the date that is one hundred eighty (180) calendar days after the Issue Date. “Exempt Issuance” shall mean: (i) Common Stock and Common Stock Equivalents issued pursuant to an Uplist Offering, (ii) Common Stock or Common Stock Equivalents issued to employees or directors of, or consultants, advisors or service providers to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, (iii) shares Common Stock actually issued upon the exercise of Common Stock Equivalents for which an adjustment has already been made pursuant to this Section 5.3, (iv) Common Stock and Common Stock Equivalents issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company, (v) Common Stock and Common Stock Equivalents issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company, (vi) Common Stock and Common Stock Equivalents issued as acquisition consideration pursuant to the acquisition of another business by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Company, and (vii) Common Stock and Common Stock Equivalents issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents Dilutive Issuance subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding the foregoing, if Exercise Price is adjusted to the Uplist Exercise Price as described in this Warrant and (ii) the Note has been repaid in its entirety, then the Holder shall never be entitled to enforce its rights to the adjustments under this Section 5.3 with respect any Dilutive Issuance(s).

Dilutive Issuances. If For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Subsidiary thereofDilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market. As of any date, other than AboCom Exchange (as defined in the Warrants) and Redemption Issuances (to the extent the Company is in compliance with the applicable provisions governing Redemption Issuances (as defined in the Warrants) as set forth in the Warrants), unless either (i) the Company has obtained the written approval of its stockholders providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market prior to such date and the Equity Conditions (as defined in the Notes) are satisfied as of such date or (ii) no Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance if the effect of such Dilutive Issuance would, but for the application of the Conversion Floor Price (as defined in the Notes) or the Exercise Floor Price (as defined in the Warrant), as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue cause either (or announce any offer, sale, grant or any option to purchase or other dispositioni) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, as defined in the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”Notes) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than reduced below the Conversion Price, such issuance shall be deemed Floor Price or (ii) the Exercise Price (as defined in the Warrant) to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal below the Base Share Exercise Floor Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) in any financing greater than $25,000 (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect to Exempt Issuances. Exempt Issuances means the issuance of (a) Common Stock or options to employees, officers, directors, consultants or collaborators of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities issued pursuant to commercial collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors or (c), any Dilutive Issuance in any amount less than $25,000. The Company shall notify the Holder in writing, no later than the three Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Dilutive Issuances. If and whenever the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose should issue ------------------ shares of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common its Preferred Stock or Common Stock Equivalents entitling any Person to acquire or other securities exercisable for or convertible into shares of Common Stock, Stock at an effective a price per share less than the Warrant Price, as adjusted for stock splits, combinations, dividends and recapitalizations pursuant to this Section 4, in effect immediately prior to such issuance (other than shares issued or issuable to the officers or directors of or consultants to the Company issued pursuant to a stock option or purchase plan or similar arrangement), then Conversion the Warrant Price shall be adjusted to an amount (calculated to the nearest cent) determined by dividing (1) the sum of (A) the total number of shares of Fully Diluted Common Stock outstanding immediately prior to such lower price, issuance multiplied by the “Base Share Price” then effective Warrant Price and (B) the value of the consideration received by the Company upon such issuances collectively, a “Dilutive Issuance”issuance as determined by the Board of Directors by (2) (if the total number of shares of Fully Diluted Common Stock outstanding immediately after such issuance. The holder of the Warrant shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares of Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares of Fully Diluted Common Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. For the purposes of this paragraph (d), the consideration received for securities convertible into or exercisable or exchangeable for the Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating be deemed to include the minimum aggregate amount payable upon conversion, exercise or exchange prices of such securities. In the event the right to convert, exercise or otherwiseexchange such securities expires unexercised, the Warrant Price of shares issuable upon the exercise hereof shall be readjusted accordingly. Notwithstanding the foregoing, there shall be no adjustment, pursuant to this Section, to the Warrant Price, or due to warrantsthe number of shares for which this Warrant is exercisable, options or rights per share which are issued if the holder shall have been afforded an antidilution adjustment, in connection with such issuance, be entitled to receive shares respect of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)securities, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to the Preferred Stock provisions of the Company's Articles of Incorporation; it being the intent of the parties that the holder not be afforded an antidilution adjustment under both this Section 3(d)(iv), upon Warrant and the occurrence Articles of any Dilutive Issuance, after Incorporation in respect of the date same issuance of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Noticesecurities.

Dilutive Issuances. If From the period commencing from the Issue Date and ending on the date that is 12 months from the Issue Date, if the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “"Base Share Price” " and such issuances collectively, a “"Dilutive Issuance”") (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then then, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. In the event the Company or any Subsidiary thereof, as applicable, shall make any Dilutive Issuance following the date that is twelve months from the Issue Date, then the Exercise Price then in effect shall be multiplied by a fraction (i) the numerator of which shall be equal to the sum of (x) the number of shares of outstanding Common Stock immediately prior to the issuance of such shares of Common Stock issued in a Dilutive Issuance plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration price per share paid for the total number of such shares of Common Stock issued in a Dilutive Issuance so issued would purchase at a price per share equal to the Exercise Price then in effect and (ii) the denominator of which shall be equal to the number of shares of outstanding Common Stock immediately after the issuance of such shares of Common Stock issued in a Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made under this Section 3(b) with respect to any Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the three (3) Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.Notice of Exercise. For purposes of the adjusted Exercise Price under this Section 3(b), the following shall be applicable:

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise.

Dilutive Issuances. If In case the Company or any Subsidiary thereofshall issue, as applicable, at any time while this Note is outstanding, shall sell or grant to any option to purchasePerson, whether directly or sell or grant any right to re-price, by assumption in a merger or otherwise dispose of (but other than any Excluded Issuance), (A) rights, warrants, options, exchangeable securities or issue (or announce any offerconvertible securities entitling such Person to subscribe for, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to otherwise acquire shares of Common Stock, Stock (each referred to herein as “Rights”) at an effective a price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder Fair Market Value of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due on the Trading Day immediately prior to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive sale or grant, or (B) shares of Common Stock at an effective a price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date Fair Market Value of the Dilutive Issuance)Common Stock on the Trading Day immediately prior to such issuance, sale or grant, then the Conversion Exercise Price of each Class A Warrant in effect on the date of such issuance, sale or grant shall be reduced reduced, concurrently with such issuance, sale or grant, by multiplying such Exercise Price by a fraction, of which (x) the numerator is the number of shares of Common Stock outstanding on the Trading Day immediately prior to such issuance, sale or grant plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued, would purchase at the Fair Market Value on the Trading Day immediately prior to the date of such issuance, sale or grant, and only reduced (y) the denominator shall be the number of shares of Common Stock outstanding on the Trading Day immediately prior to equal the Base Share Pricedate of such issuance, sale or grant plus the number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued; provided, however, that in the case of any Rights issued or granted to all holders of Common Stock that expire by their terms not more than 60 days after the date of issue or grant thereof, no adjustment of the Exercise Price of the Class A Warrants shall be made until the expiration or exercise of all such Rights whereupon such adjustment shall be made in the manner provided in this Section 13(e); provided, further, that no adjustment under Section 13 shall be made in connection with a distribution of “poison pill” rights pursuant to a shareholder rights plan so long as the Company shall, in lieu of making any adjustment pursuant to this Section 13, make proper provision so that each holder who exercises a Class A Warrant after the record date for such distribution and prior to the expiration or redemption of all such rights shall be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable upon such exercise, such number of rights that would have been issued on account of such shares of Common Stock if such shares had been outstanding at the time such rights were distributed. If the Exercise Price of a Class A Warrant is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of such Class A Warrant shall be correspondingly increased by dividing it by the same fraction. If any such Rights are not exercised prior to the expiration thereof, the Exercise Price of a Class A Warrant and the number of shares of Common Stock issuable upon exercise of such Class A Warrant shall be immediately readjusted, effective as of the date such Rights expire, to the Exercise Price and the number of shares of Common Stock issuable upon exercise of such Class A Warrant that would have been in effect if the unexercised Rights had never been issued, sold or granted. Such adjustment shall be made successively whenever any such Common Stock event shall occur. For the purposes of this paragraph, the aggregate of the offering price received or Common Stock Equivalents are issuedto be received by the Company shall include the maximum aggregate amount (if any) payable upon exercise or conversion of such Rights. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance value of any Common Stock consideration received or Common Stock Equivalents subject to this Section 3(d)(iv)be received by the Company, indicating therein if other than cash, shall be reasonably determined by the applicable issuance price, Board in good faith on the basis of such information as it considers appropriate (without regard to any illiquidity or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”minority discounts). For purposes of clarificationdetermining the price at which the Rights or Common Stock in clause (A) or (B) above are issued, whether any customary underwriting discounts and commissions, liquidity discounts (reasonably determined in good faith by the Board), placement fees or not other similar expenses incurred by the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of in connection with such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Noticeissuance shall not be taken into account.

Dilutive Issuances. If the Company Notwithstanding any other provision of this Warrant or any Subsidiary thereofother documents, as applicable, if at any time while prior to exercise of this Note Warrant, the Company issues or sells or is outstanding, shall sell deemed to have issued or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire sold additional shares of Common StockCapital Stock (including, at an without limitation in the event that the nominal or effective price per share of Capital Stock is amended after initial issuance), for a nominal or effective price less than the then Conversion effective Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder ), then and in each such case, as of the Common opening of business on the date of such issue or sale, (or if later, the date on which the Exercise Price is determined in accordance with Section 2 hereof) the then existing Exercise Price shall be reduced to the price at which such shares are issued or sold, or deemed to be issued or sold, and the number of Exercise Shares shall be increased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased number of Warrant Shares shall be the same as the aggregate Exercise Price payable for the Warrant Shares immediately prior to such adjustment.. For purposes of this Section 5.3, the Company will be deemed to have issued or sold additional shares of Capital Stock if it issues any security or Common instrument convertible, exercisable or exchangeable for Capital Stock, or if it promises, undertakes, commits, agrees or enters into any letter of intent to do so (including by reducing the nominal or effective exercise price or nominal or effective conversion price of a security exercisable, convertible or exchangeable for Capital Stock). Notwithstanding the foregoing, (i) no further adjustment of the Exercise Price shall be made as a result of the actual issuance of shares of Capital Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating upon the conversion, exercise or exchange prices of any such instrument or otherwisein satisfaction of any such undertaking, commitment, agreement or due letter of intent, and (ii) no adjustment of the Exercise Price shall be made as a result of the actual issuance of any shares of Common Stock pursuant to warrants, either (X) the exercise of those certain options or rights per share which are issued in connection with such issuance, be entitled to receive purchase up to 35,000 shares of Common Stock at an effective a purchase price of $0.0001 per share which is less than the Conversion Pricethat were outstanding on April 26, such issuance shall be deemed to have occurred for less than the Conversion Price on such date 2004 and held by members of the Dilutive Issuance), then Board of Directors of the Conversion Price shall be reduced and only reduced to equal Company; or (Y) the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify exercise of the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeInitial Bridge Warrants.

Dilutive Issuances. If the Company shall issue or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchasesell, or sell is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or grant any right to re-price, or otherwise dispose of or issue sold (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectivelyeach, a “Dilutive Issuance”), any additional shares of Common Stock, other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Warrant Share Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Stockholder Proposals, the Warrant Share Exercise Price shall be reduced to the higher of (if i) the holder New Issuance Price or (ii) $0.76 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than occurring after the Conversion date hereof) (the “Full-Ratchet Floor Price, such issuance shall be deemed to have occurred for less than ”). From and after the Conversion Price on such date of stockholder approval of the Dilutive Issuance)Stockholder Proposals, then if any, the Conversion Warrant Share Exercise Price shall be reduced and only reduced to equal the Base Share New Issuance Price. Such adjustment shall be made whenever In the event that in the time period prior to such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides stockholder approval a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon is made and the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Warrant Share Exercise Price is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers adjusted to the Base Full-Ratchet Floor Price instead of the New Issuance Price, then immediately following such stockholder approval, the Warrant Share Exercise Price in shall be adjusted to such New Issuance Price if such New Issuance Price is lower than the Conversion Noticethen current Warrant Share Exercise Price.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price then in effect, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. For purposes hereof, “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on September 1, 2009 (including, without limitation, all of the Warrants issued pursuant to the Loan Agreement), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on September 1, 2009, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective aggregate of 2,000,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), provided that, in each case, such options, warrants or other rights (A) have an exercise price per share which is less of Common Stock equal to or greater than the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) are issued to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof (without giving effect to any voluntary reduction of the exercise price or conversion price thereunder), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on the date hereof, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective price aggregate of 5,000,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), where such options, warrants or other rights are issued both (x) with exercise prices per share which is less than of Common Stock at the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedissued (with the exception of Exempt issuances). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.

Dilutive Issuances. If In case the Company or any Subsidiary thereofshall issue, as applicable, at any time while this Note is outstanding, shall sell or grant to any option to purchasePerson, whether directly or sell or grant any right to re-price, by assumption in a merger or otherwise dispose of (but other than any Excluded Issuance), (A) rights, warrants, options, exchangeable securities or issue (or announce any offerconvertible securities entitling such Person to subscribe for, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to otherwise acquire shares of Common Stock, Stock (each referred to herein as “Rights”) at an effective a price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder Fair Market Value of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due on the Trading Day immediately prior to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive sale or grant, or (B) shares of Common Stock at an effective a price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date Fair Market Value of the Dilutive Issuance)Common Stock on the Trading Day immediately prior to such issuance, sale or grant, then the Conversion Exercise Price of each Class B Warrant in effect on the date of such issuance, sale or grant shall be reduced reduced, concurrently with such issuance, sale or grant, by multiplying such Exercise Price by a fraction, of which (x) the numerator is the number of shares of Common Stock outstanding on the Trading Day immediately prior to such issuance, sale or grant plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued, would purchase at the Fair Market Value on the Trading Day immediately prior to the date of such issuance, sale or grant, and only reduced (y) the denominator shall be the number of shares of Common Stock outstanding on the Trading Day immediately prior to equal the Base Share Pricedate of such issuance, sale or grant plus the number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued; provided, however, that in the case of any Rights issued or granted to all holders of Common Stock that expire by their terms not more than 60 days after the date of issue or grant thereof, no adjustment of the Exercise Price of the Class B Warrants shall be made until the expiration or exercise of all such Rights whereupon such adjustment shall be made in the manner provided in this Section 13(e); provided, further, that no adjustment under Section 13 shall be made in connection with a distribution of “poison pill” rights pursuant to a shareholder rights plan so long as the Company shall, in lieu of making any adjustment pursuant to this Section 13, make proper provision so that each holder who exercises a Class B Warrant after the record date for such distribution and prior to the expiration or redemption of all such rights shall be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable upon such exercise, such number of rights that would have been issued on account of such shares of Common Stock if such shares had been outstanding at the time such rights were distributed. If the Exercise Price of a Class B Warrant is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of such Class B Warrant shall be correspondingly increased by dividing it by the same fraction. If any such Rights are not exercised prior to the expiration thereof, the Exercise Price of a Class B Warrant and the number of shares of Common Stock issuable upon exercise of such Class B Warrant shall be immediately readjusted, effective as of the date such Rights expire, to the Exercise Price and the number of shares of Common Stock issuable upon exercise of such Class B Warrant that would have been in effect if the unexercised Rights had never been issued, sold or granted. Such adjustment shall be made successively whenever any such Common Stock event shall occur. For the purposes of this paragraph, the aggregate of the offering price received or Common Stock Equivalents are issuedto be received by the Company shall include the maximum aggregate amount (if any) payable upon exercise or conversion of such Rights. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance value of any Common Stock consideration received or Common Stock Equivalents subject to this Section 3(d)(iv)be received by the Company, indicating therein if other than cash, shall be reasonably determined by the applicable issuance price, Board in good faith on the basis of such information as it considers appropriate (without regard to any illiquidity or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”minority discounts). For purposes of clarification, whether determining the price at which the Rights or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price Common Stock in the Conversion Notice.clause (A) or

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice. Notwithstanding the foregoing, no adjustment will be made under this Section 3(d)(iv) in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of 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; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company provided that any such securities are not convertible or exercisable into the Company’s Common Stock; or (d) securities issued with respect to which the Holder waives its rights in writing under this Section 3(d)(iv). “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

Dilutive Issuances. If the Company or any Subsidiary subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock Stock, in each case pursuant to an option or Common Stock Equivalents warrant, entitling any Person to acquire shares of Common Stock, Stock at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock option or Common Stock Equivalents warrant so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, warrants or options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock Stock, warrants, or Common Stock Equivalents options are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock warrants, options, or Common Stock Equivalents pursuant to an option or warrant subject to this Section 3(d)(iv5.3 (each a “Dilutive Issuance Notice Deadline”), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion exercise price and other pricing terms (such notice the “Dilutive Issuance Notice”). Notwithstanding anything in this Warrant to the contrary, each time the Company fails to provide a Dilutive Issuance Notice to the Holder by the applicable Dilutive Issuance Notice Deadline, the Company shall pay $50,000 in cash to the Holder within one (1) business day of Holder’s request in addition to all other remedies available to the Holder in the Transaction Documents. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding the foregoing, no adjustment will be made under this Section 5.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers, directors, or key consultants and/or service providers of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of 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; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company provided that any such securities are not convertible or exercisable into the Company’s Common Stock; or (d) securities issued with respect to which the Holder waives its rights in writing under this Section 5.3. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

Dilutive Issuances. 5.1 Issuances Below the Trigger Price Prior to Automatic Conversion Date. If the Company or any Subsidiary thereof, as applicable, shall prior to the Automatic Conversion Date at any time while this Note Warrant is outstanding, shall sell or offer, sell, grant any option to purchasepurchase or offer, or sell or grant any right to re-pricereprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any security convertible or exercisable into Common Stock Equivalents ("Common Stock Equivalents") entitling any Person person to acquire shares of Common Stock, at an effective price per share of less than the lesser of (x) $.191662 per share (as such amount may be adjusted from time to time as contemplated herein, the "Reference Price") and (y) the then Conversion effective Common Exercise Price (such lower pricelesser amount, as adjusted from time to time as contemplated herein, the “Base Share "Trigger Price” and such issuances collectively, a “Dilutive Issuance”") (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Trigger Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive IssuanceTrigger Price), then the Conversion Preferred Exercise Price shall be reduced to a price determined by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (b) the number of shares of Common Stock which the consideration, if any, received by the Company upon such issuance or sale would purchase at the Common Exercise Price by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale, and only reduced to equal multiplying the Base Share PriceCommon Exercise Price by such quotient and thereafter multiplying the product so obtained by the Conversion Ratio, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company This Section 5.1 in its entirety shall notify apply only prior to the Holder in writing, Automatic Conversion Date and shall have no later than the Trading Day following the issuance of any Common Stock force or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price effect from and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Automatic Conversion NoticeDate at which time Section 5.2 shall apply.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect to Exempt Issuances. For purposes of this Section, “Exempt Issuances” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, consultants or collaborators of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that the terms of such securities are not amended or changed after the date hereof, (c) securities issued pursuant to commercial collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors whose primary purpose is not to raise capital (d) securities issued in connection with any bona fide commercial loan or debt transaction with third persons, provided that the primary purpose of such transaction is not to raise equity capital and is approved by the Company’s Board of Directors in good faith, (e) any Permitted Subordinated Indebtedness or (f) any Dilutive Issuance in any amount less than $25,000. The Company shall notify the Holder in writing, no later than the three Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice. Notwithstanding the foregoing, this Section shall not apply to, and the following shall not be considered or deemed, Dilutive Issuances: all shares of Common Stock and Common Stock Equivalents actually issued by the Company on or after the date hereof, other than shares of Common Stock or Common Stock Equivalents issued at any time:(A) upon conversion of this Note; (B) upon issuance and/or conversion of the warrant issued to the Holder on the date hereof; (C) pursuant to the exercise of options, warrants or other common stock purchase rights issued (or to be issued) to employees, officers or directors of, or consultants or advisors to, the Company pursuant to any stock purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee thereof) at any time; (D) pursuant to the exercise of options, warrants or any evidence of indebtedness, shares of capital stock (other than Common Stock) or other securities convertible into or exchangeable for Common Stock outstanding as of the date of the issuance of this Note; (E) in connection with the acquisition of all or part of another entity by stock acquisition, merger, consolidation or other reorganization, or by the purchase of all or part of the assets of such other entity (including securities issued to persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection therewith); (F) in connection with strategic transactions approved by the Board of Directors (provided such transactions is not primarily for the purpose of raising capital); (G) to bona fide commercial partners, or lessors in connection with credit arrangements, equipment financings or similar transactions approved by the Board of Directors; or (H) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of intellectual property assets from any individuals or entities approved by the Board of Directors.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on February 21, 2007 (including, without limitation, all of the Warrants issued pursuant to the Loan Agreement), or thereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on February 21, 2007, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights issued subsequent to February 21, 2007 for up to an effective price aggregate of 900,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), where such options, warrants or other rights are issued both (x) with exercise prices per share which is less than of Common Stock at the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. If and whenever the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose should issue ------------------ shares of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any its Common Stock or Common Stock Equivalents entitling any Person to acquire other securities exercisable for or convertible into shares of Common Stock, Stock at an effective a price per share less than the Warrant Price, as adjusted for stock splits, combinations, dividends and recapitalizations pursuant to this Section 4, in effect immediately prior to such issuance (other than shares issued or issuable to the officers or directors of or consultants to the Company issued pursuant to a stock option or purchase plan or similar arrangement), then Conversion the Warrant Price shall be adjusted to an amount (calculated to the nearest cent) determined by dividing (1) the sum of (A) the total number of shares of Fully Diluted Common Stock outstanding immediately prior to such lower price, issuance multiplied by the “Base Share Price” then effective Warrant Price and (B) the value of the consideration received by the Company upon such issuances collectively, a “Dilutive Issuance”issuance as determined by the Board of Directors by (2) (if the total number of shares of Fully Diluted Common Stock outstanding immediately after such issuance. The holder of the Warrant shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares of Common Stock or (calculated to the nearest whole share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares of Fully Diluted Common Stock Equivalents so issued issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. For the purposes of this paragraph (d), the consideration received for securities convertible into or exercisable or exchangeable for the Common Stock shall at any time, whether by operation of purchase price adjustments, reset provisions, floating be deemed to include the minimum aggregate amount payable upon conversion, exercise or exchange prices of such securities. In the event the right to convert, exercise or otherwiseexchange such securities expires unexercised, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive the Warrant Price of shares of Common Stock at an effective price per share which is less than issuable upon the Conversion Price, such issuance exercise hereof shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Noticereadjusted accordingly.

Dilutive Issuances. If the Company or any Subsidiary subsidiary thereof, as applicable, at any time while this Note the Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockStock (other than an Exempt Issuance), at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, the Holder may only enforce its rights under this Section 5.3 after the date that is one hundred eighty (180) calendar days after the Issue Date, provided, however, that at such time the Holder may enforce its rights to all adjustments hereunder that apply even if the Dilutive Issuance occurred prior to the date that is one hundred eighty (180) calendar days after the Issue Date. “Exempt Issuance” shall mean: (i) Common Stock and Common Stock Equivalents issued pursuant to an Uplist Offering, (ii) Common Stock or Common Stock Equivalents issued to employees or directors of, or consultants, advisors or service providers to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, (iii) shares Common Stock actually issued upon the exercise of Common Stock Equivalents for which an adjustment has already been made pursuant to this Section 5.3, (iv) Common Stock and Common Stock Equivalents issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company, (v) Common Stock and Common Stock Equivalents issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company, (vi) Common Stock and Common Stock Equivalents issued as acquisition consideration pursuant to the acquisition of another business by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Company, and (vii) Common Stock and Common Stock Equivalents issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents Dilutive Issuance subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms terms, as well as the applicable increased Warrant Share amount hereunder as a result of such Dilutive Issuance (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price as well as utilize the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding the foregoing, if (i) the Exercise Price is adjusted to the Uplist Exercise Price as described in this Warrant and (ii) the Note has been repaid in its entirety, then the Holder shall never be entitled to enforce its rights to the adjustments under this Section 5.3 with respect any Dilutive Issuance(s).

Dilutive Issuances. If the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance, the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedissued or, if earlier, when such issuance is announced. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(e) in respect of an Exempt Issuance or an issuance of shares of Common Stock in a registered “at-the-market” offering. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(e), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(e), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding anything contained in this Section 3(e) to the contrary, no adjustment pursuant to this Section shall result in the exercise price being reduced to less than $0.855.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, after the Issuance Date the Company shall sell or grant any option to purchase, issue or sell or grant any right to re-price, or otherwise dispose shares of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Convertible Securities (other than (i) securities issued or issuable in Exempt Issuances or (ii) shares of Common Stock Equivalents entitling any Person to acquire issued as a result of a dividend or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stock), at an effective price without consideration or for a consideration per share less than the then Conversion Price (such lower price$0.01, the “Base Share Price” and such issuances collectively, Exercise Price shall be reduced to a “Dilutive Issuance”price (calculated to the nearest cent) (if i) determined in accordance with the holder following formula: New Exercise Price = P1 Q1 + P2 Q2 Q1 + Q2 where: P1= Applicable Exercise Price in effect immediately prior to such new issue or sale. Q1= Number of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2= 100% of the weighted average price per share which is less than of Common Stock received or deemed by the Conversion PriceCompany upon such new issue or sale. Q2= Number of shares of Common Stock issued or sold, or deemed to have been issued, in the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of such issuance Convertible Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) shall be deemed to have occurred for less than the Conversion Price on such date be issued as of the Dilutive Issuance), then time of such issue or sale and the Conversion Price consideration deemed received for such shares of Common Stock shall be reduced and only reduced the consideration actually received by the Company for the issue of such Convertible Securities plus the minimum additional consideration to equal be received by the Base Share PriceCompany upon the full exercise, conversion or exchange of such Convertible Securities. Such adjustment Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify computed at the Holder in writing, no later than fair value thereof at the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date time of such Dilutive Issuance issue or sale, as determined in good faith by the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeBoard.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof (including, without limitation, all of the Warrants issued pursuant to the Original Agreement (as such term is defined in the Loan Agreement) and pursuant to the Loan Agreement), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on the date hereof, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective price aggregate of 1,000,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), where such options, warrants or other rights are issued both (x) with exercise prices per share which is less than of Common Stock at the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment Price and the number of Warrant Shares issuable hereunder shall be made whenever increased such Common Stock that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Notwithstanding the foregoing, no adjustments shall be made, paid or Common Stock Equivalents are issuedissued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, after the Issuance Date the Company shall sell or grant any option to purchase, issue or sell or grant any right to re-price, or otherwise dispose shares of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Convertible Securities (other than (i) securities issued or issuable in Excluded Issuances or (ii) shares of Common Stock Equivalents entitling any Person to acquire issued as a result of a dividend or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stock), at an effective price without consideration or for a consideration per share less than the then Conversion Price (such lower price$0.86, the “Base Share Price” and such issuances collectively, Exercise Price shall be reduced to a “Dilutive Issuance”price (calculated to the nearest cent) (if i) determined in accordance with the holder following formula: where: P1 = Applicable Exercise Price in effect immediately prior to such new issue or sale. Q1 = Number of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share which is less than of Common Stock received or deemed by the Conversion PriceCompany upon such new issue or sale. Q2 = Number of shares of Common Stock issued or sold, or deemed to have been issued, in the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of such issuance Convertible Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) shall be deemed to have occurred for less than the Conversion Price on such date be issued as of the Dilutive Issuance), then time of such issue or sale and the Conversion Price consideration deemed received for such shares of Common Stock shall be reduced and only reduced the consideration actually received by the Company for the issue of such Convertible Securities plus the minimum additional consideration to equal be received by the Base Share PriceCompany upon the full exercise, conversion or exchange of such Convertible Securities. Such adjustment Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify computed at the Holder in writing, no later than fair value thereof at the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date time of such Dilutive Issuance issue or sale, as determined in good faith by the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeBoard.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, outstanding shall sell or grant issue any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue convertible debt (or announce any offer, sale, grant or any option to purchase or other disposition“Convertible Debt”) any Common Stock or Common Stock Equivalents entitling any Person person to acquire in excess of 100,000 shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (or if the holder of the any Common Stock or Common Stock Equivalents so equivalents (‘Common Stock Equivalents”) issued in connection therewith shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, Price (such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price and the number of Conversion Shares issuable hereunder shall be increased such that the Aggregate Conversion Price Payable hereunder, after taking into account the decrease in the Conversion Price, shall be equal to the Aggregate Conversion Price Prior to such adjustment. Such adjustment shall be made whenever such Convertible Debt, Common Stock or Common Stock Equivalents constituting a Dilutive Issuance are issued. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance adjustments shall be made, paid or issued under this Section 3I in respect of any an Exempt Issuance. Exempt Issuances shall not include (1) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; (2) shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents subject outstanding at the issue date of this Note; (3) shares of Common Stock issued or issuable pursuant to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes acquisition of clarification, whether or not another corporation by the Company provides by merger, purchase of substantially all of the assets or other reorganization or to a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)joint venture agreement, upon provided, that such issuances are unanimously approved by the occurrence Company’s Board of any Dilutive IssuanceDirectors; and (4) shares of Common Stock issued or issuable in connection with sponsored research, after collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships unanimously approved by the date Company’s Board of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeDirectors.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Weighted Average Price. Such adjustment Notwithstanding the foregoing, no adjustments shall be made whenever such Common Stock made, paid or Common Stock Equivalents are issuedissued under this Section 3(c) in respect of an Exempt Issuance (as defined in the Purchase Agreement). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(c), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. Notwithstanding anything to the contrary contained in this Section 3(c), no adjustments to the Exercise Price will be made for any Dilutive Issuance until after Stockholder Approval has been obtained. For purposes of clarity, with respect to Dilutive Issuances that occur prior to Stockholder Approval, the Conversion Notice.Price will be adjusted immediately after Stockholder Approval is obtained to reflect the lowest Weighted Average Price that would have resulted from the Dilutive Issuances if no Stockholder Approval requirement was contained in this Section 3(c)

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note is outstandingprior to the uplisting of the Company’s shares of Common Stock on the NYSE American (or any successor thereto) (the, “Uplisting”), shall sell sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of reprice, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or common stock equivalent (e.g. warrant, option, convertible debt or equity security) (collectively such Common Stock Equivalents entitling any Person to acquire shares of Common Stockand common stock equivalents the “Lower Priced Securities”), at an effective price per share less than $0.175, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the then Common Stock (the “Conversion Price Price”) (such lower price, the “Base Share Price,” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents Lower Priced Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive IssuanceIssuance at such effective price and again each time any such right is exercised), then within three business days after the consummation (or, if earlier, the announcement) of each Dilutive Issuance, the Company shall issue to the Holder, without further consideration, an additional number of shares of Common Stock equal to the difference between (i) the number of shares of Common Stock that would have been issued to the Holder pursuant to Section 4 of this Agreement if the Conversion Price shall be reduced and only reduced to equal had equaled the applicable Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify Price and (ii) the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether Common Stock originally issued to the Holder accurately refers pursuant to the Base Share Price in the Conversion NoticeSection 3 of this Agreement.

Dilutive Issuances. If the Company shall issue or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall sell or grant any option to purchasesell, or sell is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or grant any right to re-price, or otherwise dispose of or issue sold (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectivelyeach, a “Dilutive Issuance”), any additional shares of Common Stock, other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Warrant Share Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Stockholder Proposals, the Warrant Share Exercise Price shall be reduced to the higher of (if i) the holder New Issuance Price or (ii) $0.63 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than occurring after the Conversion date hereof) (the “Full-Ratchet Floor Price, such issuance shall be deemed to have occurred for less than ”). From and after the Conversion Price on such date of stockholder approval of the Dilutive Issuance)Stockholder Proposals, then if any, the Conversion Warrant Share Exercise Price shall be reduced and only reduced to equal the Base Share New Issuance Price. Such adjustment shall be made whenever In the event that in the time period prior to such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides stockholder approval a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon is made and the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Warrant Share Exercise Price is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers adjusted to the Base Full-Ratchet Floor Price instead of the New Issuance Price, then immediately following such stockholder approval, the Warrant Share Exercise Price in shall be adjusted to such New Issuance Price if such New Issuance Price is lower than the Conversion Noticethen current Warrant Share Exercise Price.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchasesell, or sell or grant any right to re-pricegrant, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect of an Exempt Issuance. For purposes hereof, an “Exempt Issuance” includes issuances to employees or independent contractors pursuant to a compensation plan, or securities issued for acquisitions. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire in excess of 10,000 shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents constituting a Dilutive Issuance are issued. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance adjustments shall be made, paid or issued under this Section 5.3 in respect of any an Exempt Issuance. Exempt Issuances shall include (1) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; (2) shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents subject outstanding at the issue date of this Warrant; (3) shares of Common Stock issued or issuable in the current equity line financing offering on file with the Securities and Exchange Commission (Registration No. 333-213406); (4) shares of Common Stock issued or issuable pursuant to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes acquisition of clarification, whether or not another corporation by the Company provides by merger, purchase of substantially all of the assets or other reorganization or to a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)joint venture agreement, upon provided, that such issuances are unanimously approved by the occurrence Company’s Board of any Dilutive IssuanceDirectors; and (5) shares of Common Stock issued or issuable in connection with sponsored research, after collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships unanimously approved by the date Company’s Board of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeDirectors.

Dilutive Issuances. If In case the Company or any Subsidiary thereofshall issue, as applicable, at any time while this Note is outstanding, shall sell or grant to any option to purchasePerson, whether directly or sell or grant any right to re-price, by assumption in a merger or otherwise dispose of (but other than any Excluded Issuance), (A) rights, warrants, options, exchangeable securities or issue (or announce any offerconvertible securities entitling such Person to subscribe for, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to otherwise acquire shares of Common Stock, Stock (each referred to herein as “Rights”) at an effective a price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder Fair Market Value of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due on the Trading Day immediately prior to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive sale or grant, or (B) shares of Common Stock at an effective a price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date Fair Market Value of the Dilutive Issuance)Common Stock on the Trading Day immediately prior to such issuance, sale or grant, then the Conversion Exercise Price of each Class B Warrant in effect on the date of such issuance, sale or grant shall be reduced reduced, concurrently with such issuance, sale or grant, by multiplying such Exercise Price by a fraction, of which (x) the numerator is the number of shares of Common Stock outstanding on the Trading Day immediately prior to such issuance, sale or grant plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued, would purchase at the Fair Market Value on the Trading Day immediately prior to the date of such issuance, sale or grant, and only reduced (y) the denominator shall be the number of shares of Common Stock outstanding on the Trading Day immediately prior to equal the Base Share Pricedate of such issuance, sale or grant plus the number of shares of Common Stock so offered for subscription, purchase or acquisition pursuant to such Rights, or so issued; provided, however, that in the case of any Rights issued or granted to all holders of Common Stock that expire by their terms not more than 60 days after the date of issue or grant thereof, no adjustment of the Exercise Price of the Class B Warrants shall be made until the expiration or exercise of all such Rights whereupon such adjustment shall be made in the manner provided in this Section 13(e); provided, further, that no adjustment under Section 13 shall be made in connection with a distribution of “poison pill” rights pursuant to a shareholder rights plan so long as the Company shall, in lieu of making any adjustment pursuant to this Section 13, make proper provision so that each holder who exercises a Class B Warrant after the record date for such distribution and prior to the expiration or redemption of all such rights shall be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable upon such exercise, such number of rights that would have been issued on account of such shares of Common Stock if such shares had been outstanding at the time such rights were distributed. If the Exercise Price of a Class B Warrant is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of such Class B Warrant shall be correspondingly increased by dividing it by the same fraction. If any such Rights are not exercised prior to the expiration thereof, the Exercise Price of a Class B Warrant and the number of shares of Common Stock issuable upon exercise of such Class B Warrant shall be immediately readjusted, effective as of the date such Rights expire, to the Exercise Price and the number of shares of Common Stock issuable upon exercise of such Class B Warrant that would have been in effect if the unexercised Rights had never been issued, sold or granted. Such adjustment shall be made successively whenever any such Common Stock event shall occur. For the purposes of this paragraph, the aggregate of the offering price received or Common Stock Equivalents are issuedto be received by the Company shall include the maximum aggregate amount (if any) payable upon exercise or conversion of such Rights. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance value of any Common Stock consideration received or Common Stock Equivalents subject to this Section 3(d)(iv)be received by the Company, indicating therein if other than cash, shall be reasonably determined by the applicable issuance price, Board in good faith on the basis of such information as it considers appropriate (without regard to any illiquidity or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”minority discounts). For purposes of clarificationdetermining the price at which the Rights or Common Stock in clause (A) or (B) above are issued, whether any customary underwriting discounts and commissions, liquidity discounts (reasonably determined in good faith by the Board), placement fees or not other similar expenses incurred by the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of in connection with such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Noticeissuance shall not be taken into account.

Dilutive Issuances. If the Company Notwithstanding any other provision of this Warrant or any Subsidiary thereofother documents, as applicable, if at any time while prior to exercise of this Note Warrant, the Company issues or sells or is outstanding, shall sell deemed to have issued or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire sold additional shares of Common StockCapital Stock (including, at an without limitation in the event that the nominal or effective price per share of Capital Stock is amended after issuance), for a nominal or effective price less than the then Conversion effective Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder ), then and in each such case, as of the Common opening of business on the date of such issue or sale, the then existing Exercise Price shall be reduced to the price at which such shares are issued or sold, or deemed to be issued or sold, and the number of Exercise Shares shall be increased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased number of Warrant Shares shall be the same as the aggregate Exercise Price payable for the Warrant Shares immediately prior to such adjustment. For purposes of this Section 5.3, the Company will be deemed to have issued or sold additional shares of Capital Stock if it issues any security or Common instrument directly or indirectly convertible, exercisable or exchangeable for Capital Stock, or if it promises, undertakes, commits, agrees or enters into any letter of intent to do so (including by reducing the nominal or effective exercise price or nominal or effective conversion price of a security directly or indirectly exercisable, convertible or exchangeable for Capital Stock). Notwithstanding the foregoing, (i) no further adjustment of the Exercise Price shall be made as a result of the actual issuance of shares of Capital Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating upon the conversion, exercise or exchange prices of any such instrument or otherwisein satisfaction of any such undertaking, commitment, agreement or due letter of intent, and (ii) no adjustment of the Exercise Price shall be made as a result of the actual issuance of any shares of Common Stock pursuant to warrants, either (X) the exercise of those certain options or rights per share which are issued in connection with such issuance, be entitled to receive purchase up to 35,000 shares of Common Stock at an effective a purchase price of $0.0001 per share which is less than the Conversion Pricethat were outstanding on April 26, such issuance shall be deemed to have occurred for less than the Conversion Price on such date 2004 and held by members of the Dilutive Issuance), then Board of Directors of the Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock Company; or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following (Y) the issuance or exercise of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeWarrant PA1W-1.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment Price and the number of Warrant Shares issuable hereunder shall be made whenever increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance; provided, however, for purposes of this Section 3(b), issuance of shares of Common Stock upon conversion of Preferred Stock issued to Walleye Opportunities Master Fund Ltd. or Common Stock Equivalents are issuedAltium Growth Fund, L.P. (or their respective designees) pursuant to that certain Exchange Agreement dated as of the date hereof shall not be deemed an Exempt Issuace hereunder and if the applicable Conversion Price is less than the Exercise Price hereunder, shall result in an adjustment hereunder. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Dilutive Issuances. If the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance, the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedissued or, if earlier, when such issuance is announced. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(e) in respect of an Exempt Issuance or an issuance of shares of Common Stock in a registered “at-the-market” offering. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(e), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(e), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding anything contained in this Section 3(e) to the contrary, no adjustment pursuant to this Section shall result in the exercise price being reduced to less than $0.8552.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, shall at any time while or from time to time, after the issuance of this Note is outstandingWarrant but prior to the exercise hereof, shall sell or grant any option to purchase, issue or sell (such issuance or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other dispositiona “New Issuance”) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares at a price per share of Common Stock (the “New Issue Price”) that is less than the Exercise Price then in effect as of the record date or Issue Date (as defined below), as the case may be (the “Relevant Date”) (treating the price per share of Common Stock, at an effective price per share less than in the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder case of the issuance of any Common Stock or Equivalent, as equal to (x) the sum of the price for such Common Stock Equivalents so issued shall at Equivalent plus any time, whether by operation of purchase price additional consideration payable (without regard to any anti-dilution adjustments, reset provisions, floating ) upon the conversion, exchange or exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with of such issuance, be entitled to receive Common Stock Equivalent divided by (y) the number of shares of Common Stock at initially underlying such Common Stock Equivalent), other than (i) issuances or sales for which an effective price per share which adjustment is less than made pursuant to another subsection of this Section 3 and (ii) issuances in connection with an Excluded Transaction, then, and in each such case, (A) the Conversion Price, such issuance Exercise Price then in effect shall be deemed adjusted by multiplying the Exercise Price in effect on the day immediately prior to have occurred the Relevant Date by a fraction (I) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on the Relevant Date plus the number of shares of Common Stock which the aggregate consideration received by the Company for less than the Conversion total number of such additional shares of Common Stock so issued would purchase at the Exercise Price on the Relevant Date (or, in the case of Common Stock Equivalents, the number of shares of Common Stock which the aggregate consideration received by the Company upon the issuance of such date Common Stock Equivalents and receivable by the Company upon the conversion, exchange or exercise of such Common Stock Equivalents would purchase at the Exercise Price on the Relevant Date) and (II) the denominator of which shall be the sum of the Dilutive Issuance)number of shares of Common Stock outstanding on the Relevant Date plus the number of additional shares of Common Stock issued or to be issued (or, then in the Conversion Price case of Common Stock Equivalents, the maximum number of shares of Common Stock into which such Common Stock Equivalents initially may convert, exchange or be exercised) and (B) the aggregate number of Warrant Shares for which this Warrant is exercisable immediately after the New Issuance shall be reduced and only reduced increased to equal the Base Share Price. Such adjustment product of (i) the aggregate number of Warrant Shares for which this Warrant is exercisable immediately prior to the New Issuance multiplied by (ii) a fraction, the numerator of which shall be the Exercise Price in effect on the day immediately prior to the Relevant Date and the denominator of which shall be the Exercise Price in effect immediately after such adjustment. Notwithstanding the foregoing, the Exercise Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and a reduction will be made whenever with respect to such Common Stock amount at the time of, and together with, any subsequent reduction which, together with such amount and any other amounts so carried forward, equal $0.01 or Common Stock Equivalents are issuedmore in the aggregate. The Company shall promptly notify the Holder in writing, no later than the Trading Day writing following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive New Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive New Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive New Issuance, after the date of such Dilutive New Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price provisions of this Section 3(b) regardless of whether the Holder accurately refers to the Base Share Exercise Price in the Conversion NoticeNotice of Exercise. Any adjustment pursuant to the preceding provisions of this Section 3(b) shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued, and shall become effective retroactively (x) in the case of an issuance to the stockholders of the Company, as such, to a date immediately following the close of business on the record date for the determination of shareholders entitled to receive such shares of Common Stock or Common Stock Equivalents and (y) in all other cases, on the date (the “Issue Date”) of such issuance.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-pricereprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common StockEquivalents, at an effective price per share that is less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”), then simultaneously with the consummation of each Dilutive Issuance, the Exercise Price for each Warrant Share payable upon exercise of this Warrant shall be adjusted (without rounding) (if so that it shall equal the holder product of the Common Stock or Common Stock Equivalents so issued Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall at any time, whether by operation be the sum of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive the (i) shares of Common Stock at an outstanding prior to the Dilutive Issuance and (ii) the number of shares of Common Stock equivalent to the total Consideration to be paid in the Dilutive Issuance divided by the Exercise Price and the denominator of which shall be the sum of the (i) shares of Common Stock outstanding and (ii) the number of shares of Common Stock issuable in the Dilutive Issuance. Such adjustment shall become effective immediately after the effective date of such Dilutive Issuance, retroactive to the record date, if any, for such event. For the avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = shares underlying this Warrant before the adjustment Ua = shares underlying this Warrant after the adjustment Pb = exercise price per share which is less than before the Conversion Price, such issuance shall be deemed to have occurred for less than adjustment Pa = exercise price per share after the Conversion Price on such date of adjustment Ob = shares outstanding before the Dilutive Issuance), then transaction in question Oa = shares outstanding after the Conversion Price shall be reduced and only reduced to equal the Base Share Price. transaction in question Ua = Ub x Oa / Ob Pa = Pb x Ob / Oa Such adjustment shall be made whenever such Common Stock or Dilutive Issuance shall occur, and shall become effective retroactive to immediately after the record date of such Dilutive Issuance. If at the end of the period during which Common Stock Equivalents are could be issued or exercised, not all of such Common Stock Equivalents have been issued, exercised or exchanged, the adjusted Exercise Price of this Warrant shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms Exercise Price (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share adjusted Exercise Price regardless of whether the Holder accurately refers to the Base Share adjusted Exercise Price in the Conversion NoticeNotice of Exercise.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, shall at any time while or from time to time, after the issuance of this Note is outstandingbut prior to the Maturity Date, shall sell or grant any option to purchase, issue or sell (such issuance or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other dispositiona “New Issuance”) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective a price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which (the “New Issue Price”) that is less than the Conversion PricePrice then in effect as of the record date or Issue Date (as defined below), as the case may be (the “Relevant Date”) (treating the price per share of Common Stock, in the case of the issuance of any Common Stock Equivalent, as equal to (x) the sum of the price for such issuance shall be deemed Common Stock Equivalent plus any additional consideration payable (without regard to have occurred any anti-dilution adjustments) upon the conversion, exchange or exercise of such Common Stock Equivalent divided by (y) the number of shares of Common Stock initially underlying such Common Stock Equivalent), other than (i) issuances or sales for less than which an adjustment is made pursuant to another subsection of this Section 15, and (ii) Exempt Issuances, then, and in each such case, the Conversion Price on such then in effect shall be adjusted to equal the New Issue Price. For the avoidance of doubt, whether or not the Company provides a notice of adjustment pursuant to this Section 15(c), upon the occurrence of any New Issuance, after the date of such New Issuance the Dilutive Issuance), then Investor is entitled to receive a number of Shares based upon the provisions of this Section 15(c) regardless of whether the Investor accurately refers to the Conversion Price shall be reduced and only reduced in the Notice of Conversion. Any adjustment pursuant to equal the Base Share Price. Such adjustment preceding provisions of this Section 15(c) shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company , and shall notify become effective on the Holder in writingdate (the “Issue Date”) of such issuance; provided, no later than however, that the Trading Day following determination as to whether an adjustment is required to be made pursuant to this Section 15(c) shall be made only upon the issuance of any such shares of Common Stock or Common Stock Equivalents, and not upon the issuance of any security into which the Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset priceconvert, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Noticemay be exercised.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof (including, without limitation, all of the Warrants issued pursuant to the Loan Agreement), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on the date hereof, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective price aggregate of 900,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), where such options, warrants or other rights are issued both (x) with exercise prices per share which is less than of Common Stock at the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. If the Company or any Subsidiary subsidiary thereof, as applicableapplicable with respect to Common Stock Equivalents (as defined below), at any time while this Note is Notes are outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose issue shares of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock Equivalents ("Common Stock Equivalents") entitling any Person person to acquire shares of Common Stock, Stock at an effective a price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective a price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date Price), then, at the sole option of the Dilutive Issuance)Holder, then either (1) the Conversion Price shall be reduced multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Conversion Price, and only reduced the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to equal such issuance plus the Base Share Pricenumber of shares of Common Stock so issued or issuable, or (2) the Company will use 50% of the proceeds from such issuance or sale to prepay principal amount under this Note (pro-rata with the secured convertible notes issued to other Subscribers in connection with the Subscription Agreement) in accordance with Section 3(g). Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify No adjustment will be made under this paragraph as a result of the Holder in writing, no later than the Trading Day following the grant or issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv), upon any duly authorized employee stock option plan of the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeCompany.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price then in effect, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. For purposes hereof, “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on August 31, 2008 (including, without limitation, all of the Warrants issued pursuant to the Loan Agreement), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on August 31, 2008, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective aggregate of 2,000,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), provided that, in each case, such options, warrants or other rights (A) have an exercise price per share which is less of Common Stock equal to or greater than the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) are issued to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) in any financing greater than $25,000, except a Significant Financing, as defined below (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect to Exempt Issuances. Exempt Issuances means the issuance of (a) Common Stock or options to employees, officers, directors, consultants or collaborators of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, or (b) securities issued pursuant to commercial collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors. (c) any Common Stock or Common Stock Equivalents issued pursuant to contracts, agreements or arrangements in effect as of the Issue Date, or (d) the issuance of Common Stock or Common Stock Equivalents by the Company in the first capital raising transaction completed by the Company within 90 days following the Closing in which gross proceeds of no less than $1 million are raised (a “Significant Financing”). The Company shall notify the Holder in writing, no later than the three Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) in any financing greater than $25,000 (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect to Exempt Issuances. Exempt Issuances means the issuance of (a) Common Stock or options to employees, officers, directors, consultants or collaborators of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities issued pursuant to commercial collaborations, acquisitions or strategic transactions approved by a majority of the disinterested directors whose primary purpose is not to raise capital or (c), any Dilutive Issuance in any amount less than $25,000. The Company shall notify the Holder in writing, no later than the three Trading Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment (such mechanism to increase the number of Warrant Shares upon a reduction in Exercise Price, the “Share Adjustment Mechanism”); provided, however, that the Share Adjustment Mechanism shall expire and be of no further force or effect and the Company shall have no obligations to issue additional Warrant Shares under the Share Adjustment Mechanism on and as of the three (3) year anniversary of the Issue Date. Such Subject to the foregoing proviso, such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv)5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d)(iv)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeNotice of Exercise. Notwithstanding the foregoing, this Section shall not apply to, and the following shall not be considered or deemed, Dilutive Issuances: all shares of Common Stock and Common Stock Equivalents actually issued by the Company on or after the date hereof, other than shares of Common Stock or Common Stock Equivalents issued at any time:(A) upon conversion of this Warrant; (B) upon issuance and/or conversion of the Note; (C) pursuant to the exercise of options, warrants or other common stock purchase rights issued (or to be issued) to employees, officers or directors of, or consultants or advisors to, the Company pursuant to any stock purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee thereof) at any time; (D) pursuant to the exercise of options, warrants or any evidence of indebtedness, shares of capital stock (other than Common Stock) or other securities convertible into or exchangeable for Common Stock outstanding as of the date of the issuance of this Note; (E) in connection with the acquisition of all or part of another entity by stock acquisition, merger, consolidation or other reorganization, or by the purchase of all or part of the assets of such other entity (including securities issued to persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection therewith); (F) in connection with strategic transactions approved by the Board of Directors (provided such transactions is not primarily for the purpose of raising capital); (G) to bona fide commercial partners, or lessors in connection with credit arrangements, equipment financings or similar transactions approved by the Board of Directors; or (H) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of intellectual property assets from any individuals or entities approved by the Board of Directors.

Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, outstanding shall sell or grant issue any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue convertible debt (or announce any offer, sale, grant or any option to purchase or other disposition“Convertible Debt”) any Common Stock or Common Stock Equivalents entitling any Person person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (or if the holder of the any Common Stock or Common Stock Equivalents so equivalents (‘Common Stock Equivalents”) issued in connection therewith shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, Price (such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced and only reduced to equal the Base Share Price and the number of Conversion Shares issuable hereunder shall be increased such that the Aggregate Conversion Price Payable hereunder, after taking into account the decrease in the Conversion Price, shall be equal to the Aggregate Conversion Price prior to such adjustment. Such adjustment shall be made whenever such Convertible Debt or Common Stock Equivalents constituting a Dilutive Issuance are issued. If any of such Convertible Debt or Common Stock Equivalents are issued. The Company cancelled or expire prior to conversion or exercise, the Conversion Price shall notify be readjusted to the Holder in writing, no later than the Trading Day following the issuance of any Common Stock amount calculated as if such Convertible Debt or Common Stock Equivalents subject to had not been issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(d)(iv)3(c) in respect of an Exempt Issuance. Exempt Issuances shall not include (1) shares of Common Stock and options, indicating therein the applicable issuance pricewarrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or applicable reset priceconsultants or advisors to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice or any subsidiary pursuant to this Section 3(d)(iv)stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; (2) shares of Common Stock issued upon the occurrence exercise or conversion of any Dilutive Issuance, after Common Stock Equivalents outstanding at the issue date of such Dilutive Issuance the Holder is entitled to receive a number this Note; (3) shares of shares based upon the Base Share Price regardless of whether the Holder accurately refers Common Stock issued or issuable pursuant to the Base Share Price acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are unanimously approved by the Company’s Board of Directors; and (4) shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships unanimously approved by the Conversion NoticeCompany’s Board of Directors.

Dilutive Issuances. (A) If the Company Maker, at any time or from time to time, issues or sells any Subsidiary thereofAdditional Shares of Common Stock (as defined below), other than as provided in the foregoing subsections of this Section 3(e), for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exercise price, conversion price or other such amounts payable thereunder) that is less than the Conversion Price then in effect, then and in each such case, the then applicable Conversion Price shall automatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which shall be (A) the number of share of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Maker for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon the expiration or other termination of options, warrants or other rights to purchase or acquire Common Stock which triggered any adjustment under this Section 3(e)(vii), and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise) which triggered any adjustment under this Section 3(e)(vii), if any thereof shall not have been exercised, converted or exchanged, as applicable, at any time while the number of shares of Common Stock deemed to be outstanding pursuant to this Note is outstandingSection 3(e)(vii) shall be reduced by the number of shares as to which options, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option warrants and rights to purchase or other disposition) any acquire Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Conversion Price then in effect shall forthwith be readjusted and thereafter be the price that it would have been had adjustment been made on the basis of the issuance only of the shares of Common Stock Equivalents entitling any Person actually issued. For purposes of the preceding sentence, the number of shares of Common Stock deemed to acquire be outstanding as of a given date shall be the sum of (x) the number of shares of Common Stock actually outstanding, (y) the number of shares of Common Stock into which this Note could be converted on the day immediately preceding the given date, and (z) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date. For purposes hereof, “Additional Shares of Common Stock” shall mean all shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower priceand all options, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options convertible securities or other rights per share which are to purchase or acquire Common Stock, issued in connection with such issuance, be entitled to receive by the Maker other than (i) shares of Common Stock at issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof (including, without limitation, all of the Warrants issued pursuant to the Loan Agreement), or hereafter issued from time to time pursuant to and in accordance with stock purchase or stock option plans as in effect on the date hereof, and (ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights for up to an effective aggregate of 12,000,000 shares of Common Stock (such number to be subject to adjustment in accordance with Sections 3(e)(i) and 3(e)(ii) above), provided that, in each case, such options, warrants or other rights (A) have an exercise price per share which is less of Common Stock equal to or greater than the Conversion Pricethen-current fair market value of a share of Common Stock, such issuance shall be deemed to have occurred for less than as determined in good faith by the Conversion Price on such date Board of Directors of the Dilutive Issuance)Maker or the Compensation Committee thereof, then the Conversion Price shall be reduced and only reduced (B) are issued to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock employees, officers or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(d)(iv), indicating therein the applicable issuance pricedirectors of, or applicable reset priceconsultants to, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether Maker or not the Company provides a Dilutive Issuance Notice any Subsidiary pursuant to this Section 3(d)(iv)stock purchase or stock option plans or other arrangements that are approved by the Maker’s Board of Directors or the Compensation Committee thereof, upon and by the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion NoticeMaker’s stockholders.