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

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For purposes of determining the adjusted Exercise Price under this Section 2(b), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Purchase Agreement, the Company issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Exempt Issuance issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 2 3(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreementbelow) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D where “A” equals the lowest price per share at which any share number of shares of Common Stock was issued or sold or outstanding, including the Additional Shares deemed to be issued or sold. For purposes of determining hereunder, immediately preceding the adjusted Exercise Price under this Section 2(b), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. The provisions of this Section 5(e) shall (a) not be applicable to a Holder that is a Defaulting Purchaser (or a successor or transferee thereof) and (b) shall not apply unless and until Shareholder Approval has been obtained. If and whenever on or after the Issuance Datedate hereof, and after Stockholder Approval is obtained, the Company issues or sells, or in accordance with this Section 2 5 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Exempt Issuance issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Conversion Price and consideration per share under this Section 2(b5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Issue Date, the Company issues or sells, or in accordance with this Section 2 6 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Dilutive Issuance Price”) that is less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing “Applicable Exercise Price”) (the foregoing, a “Dilutive Issuance”), then immediately after following such Dilutive Issuance, the Applicable Exercise Price then in effect shall be reduced to the lowest price Dilutive Issuance Price; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment For all purposes of the foregoing (including, without limitation, determining the reduced Exercise Price and consideration per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For purposes of determining the adjusted Exercise Price under this Section 2(b2(a)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If If, at any time and whenever on or from time to time from and after the Issuance DateStockholder Approval Date and while this Warrant is outstanding (the “Adjustment Period”), the Company issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(f) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Exempt Issuance issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the lowest price per share at which any share greater of Common Stock was issued (i) the New Issuance Price and (ii) the Floor Price. “Floor Price” means $0.06 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or sold or deemed to be issued or soldother similar events). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 2(b3(f)), the following shall be applicable:

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

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate hereof, the Company issues or sells, or in accordance with this Section 2 5 is deemed to have issued or sold, any shares of Common Stock (including (i) the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, and (ii) all issuances or sales of shares to the Purchaser pursuant to all prior agreements between the Company and Purchaser, including but not limited to conversion of notes and exercise of warrants previously issued to Purchaser, but excluding shares of Common Stock any Exempt Issuance issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Conversion Price and consideration per share under this Section 2(b5(e)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance date of the Securities Purchase Agreement until the Expiration Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities Exempt Issuances (as defined in the Securities Purchase Agreement) (the “Additional Shares”issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to greater of (i) the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price and (ii) $0.15. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate hereof, the Company issues or sellssells (or enters into any agreement to issue or sell), or in accordance with this Section 2 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Securities issued or sold or deemed to have been issued by the Company or sold in connection with any Excluded Securities (an Exempt Issuance, as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Applicable Price then in effect shall be reduced to an amount equal to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Securities Purchase Agreement, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with (x) any Excluded Securities (as defined in the Securities Purchase Agreement) and (the “y) any Additional Shares”) Excluded Securities), issued or sold or deemed to have been issued or sold for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 2 3(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreementbelow) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the lowest price per share at which any share number of shares of Common Stock was issued or sold or outstanding, including the Additional Shares deemed to be issued or sold. For purposes of determining hereunder, immediately preceding the adjusted Exercise Price under this Section 2(b), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Initial Exercise Date, the Company issues or sells, or in accordance with this Section 2 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreementbelow) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to a price determined as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the lowest price per share at which any share number of shares of Common Stock was issued or sold or outstanding, including the Additional Shares deemed to be issued or sold. For purposes of determining hereunder, immediately preceding the adjusted Exercise Price under this Section 2(b), the following shall be applicable:Dilutive Issuance;

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreementbelow) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For purposes of determining the adjusted Exercise Price under this Section 2(b2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale (or deemed issuance or sale) of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or sold (or deemed to have been issued or sold) by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Exercise Market Price in effect per share of the Common Stock immediately prior to such issue issuance or sale (or deemed issuance or sale sale) (the foregoing a “"Dilutive Issuance”"), then immediately after upon such Dilutive Issuance, the Exercise Price then in effect number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such Dilutive Issuance shall be reduced increased (but in no event decreased) to a number of Warrant Shares equal to the lowest price per share at product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such Dilutive Issuance by a fraction (which any share of Common Stock was issued or sold or deemed to shall in no event be issued or sold. For purposes of determining the adjusted Exercise Price under this Section 2(b), the following shall be applicable:less than one):

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Datedate of the Securities Purchase Agreement, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities and any shares of Common Stock issued (or deemed issued) to have been issued by the Company any holder of SPA Warrants in connection with any Excluded Securities a Subsequent Placement (as defined in the Securities Purchase Agreement) (the “Additional Shares”), issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 2(b)), the following shall be applicable:

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

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”) for a consideration per share (the “"New Issuance Price”") less than a price (the “"Applicable Price”") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced reduced, subject to the lowest price per share at which any share provisions of Common Stock was issued or sold or deemed Section 2(a)(vi) hereto, to be issued or soldan amount equal to the New Issuance Price. For purposes of determining the adjusted Exercise Price under this Section 2(b2(a), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues issues, sells, publicly announces the contemplated issuance or sellssale of, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance, sale or public announcement of the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock any Excluded Securities issued or sold or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) (the “Additional Shares”or sold) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or soldNew Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b2(c)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Subscription Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreementbelow) (the “Additional Shares”) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the lowest price per share at which any share of Common Stock was issued or sold or deemed to be issued or sold. For purposes of determining the adjusted Exercise Price under this Section 2(b2(a), the following shall be applicable: