Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), the shares of Common Stock underlying each of the conversion of the entire amount of this Term Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 100 basis points (25 100 b.p.) (0.251.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended ("the "SECURITIES ACTSecurities Act"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement (the "Registration Statement" (as more fully described in the Registration Rights Agreement)) declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Market" Price") of the Common Stock as reported by Bloomberg, L.P. LP on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.25%2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market closing price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement (the “Registration Statement” (as more fully described in the Registration Rights Agreement)) declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.25%2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment calculated on the last business day of each month hereafter but calculated for the actual number of days elapsed until the Maturity Date (each a "Determination Date")) and shall be subject to adjustment as set forth herein. If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of Common Stock the Borrower's common stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option that certain warrant issued in connection herewith to Holder on a registration statement (the "Registration Statement") declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the average market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the average market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (00.00%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE")) and be subject to adjustment as set forth herein. If on any Determination Date (i) the Borrower shall have registered an effective registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT")amended, with respect to the shares of Common Stock underlying each of the Borrower's common stock, par value $.001 per share ("COMMON STOCK") issuable upon (x) conversion of the entire amount of this Note Note, and the (y) exercise of the Warrant and related Option that certain warrant of even date herewith issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission to Holder (collectively, the "SECUNDERLYING SHARES"), and (ii) the average closing market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).applicable

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the that certain Warrant and related Option issued in connection herewith to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a "Determination Date"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the shares of Common Stock underlying each of the conversion of the entire amount of this Note and the exercise of the Warrant and related Option issued in connection herewith on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price, after giving effect to adjustments set forth herein. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).