Common use of Rights Upon Issuance of Other Securities Clause in Contracts

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever after the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible note, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible noteCompany, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded SecuritySecurities) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product New Issuance Price; provided, however, that in connection with any Dilutive Issuance after the twelve (12) month anniversary of the Issuance Date, if the Company uses all of the proceeds from such Dilutive Issuance to redeem the entire remaining outstanding aggregate Principal amount (Aplus accrued and unpaid Interest thereon) of the Notes, then the Holder of this Note shall not receive an adjustment to the Conversion Price as provided in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof)this Section. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common StockShares. If and whenever on or after the Issuance Subscription Date, the Company Vasogen issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock Shares (including, without limitation, including the issuance or sale of shares of Common Stock Shares owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible noteVasogen, but excluding shares of Common Stock issued or Shares deemed to have been issued or sold by the Company Vasogen in connection with any Excluded Security) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company Vasogen upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Shares Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable: