Common use of Share Issuance Clause in Contracts

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "“Excepted Issuances" ” means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "“Excepted Issuances" ” means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesNotes or notes previously issued as long there is not a subsequent change in terms, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is Notes or the Warrants are outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuanceseach Subscriber holding Notes and/or other Securities, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder Subscriber so that the average per share purchase price of the shares of Common Stock issued to the Holder Subscriber (of only the Conversion Shares or Warrant Shares still owned by the HolderSubscriber) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any The average Conversion Price of the foregoing which may Conversion Shares and average Warrant Exercise Price in relation to the Warrant Shares shall be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not calculated separately for the purpose of raising capital, (iii) the Company’s Conversion Shares and Warrant Shares. The foregoing calculation and issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans shall be made separately for Conversion Shares received upon conversion and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”)separately for Warrant Shares. The delivery to the Holder Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Subscriber is granted the registration rights described in Section 11 of the Subscription Agreement in relation to such additional shares of Common Stock except that the Filing Date and Effective Date with respect to such additional shares of Common Stock shall be, respectively, the sixtieth (60th) and one hundred and twentieth (120th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder Subscriber set forth in this Section 2.1 (c)(D), ) are in addition to any other rights the Holder Subscriber has pursuant to this Note, the Subscription Agreement, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares of common stock the Excepted Issuances (or modify any of as defined below), prior to the foregoing which may be outstanding) to any person or entity at a price per share or complete conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders payment of this Note, except with respect to Excepted Issuancesfor a consideration per share that is less than the Conversion Price that would be in effect at the time of such issue without consent of a Majority in Interest then, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company Borrower carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option and again at any time upon any subsequent issuances the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Conversion Price described in effect upon such issuance. The this paragraph is in addition to the other rights of the Holder set forth described in this Section 2.1 the Subscription Agreement. “Excepted Issuances” shall mean any securities of the Borrower issued in connection with (c)(D)i) a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are in addition not for the purpose of raising capital, (ii) a bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Borrower’s issuance of Common Stock or the issuances or grants of options to any other rights the Holder has purchase Common Stock to employees, directors, and consultants, pursuant to plans, (iv) the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this NoteAgreement, any Transaction Document and any other agreement referred (v) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to the Subscription Agreement. For avoidance of doubt, the amendment of the terms of outstanding securities of the Borrower which are convertible or entered into in connection herewithexercisable for Common Stock shall not be deemed an issuance of securities.

Share Issuance. If The Exercise Price shall be subject to adjustment in accordance with this Section 11 and as otherwise provided in the Purchase Agreement. Other than the Excepted Issuances, if at any time this Note is outstanding until the Debentures have been repaid (either in cash or Common Stock) or converted in full, the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) ("New Issue Securities") to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Exercise Price in respect of the Warrant Shares, without the consent of each Holder holding the Holders of this Note, except with respect to Excepted IssuancesWarrant, then the Company Exercise Price of the outstanding Warrants shall issuebe adjusted, on a full ratchet basis, to reflect the issue price or conversion or exercise price of the New Issue Securities. The average Purchase Price of the Warrant Shares shall be calculated separately for each the Conversion Shares and Warrant Shares. The foregoing calculation and issuance shall be made separately for Conversion Shares received upon conversion and separately for Warrant Shares. The Holder is granted the registration rights described in Section 2(b) of the Registration Rights Agreement in relation to such occasion, additional shares of Common Stock to each Holder so except that the average per share purchase price of the Scheduled Filing Date and Scheduled Effective Date vis- -vis such additional common shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereofbe, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectivelyrespectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than sixtieth (60th) and one hundred and twentieth (120th) date after the closing date of the transaction giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Exercise Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), 11(a) are in addition to any other rights the Holder Investor has pursuant to this NoteAgreement, the Debenture, the Warrant, any Transaction Document Document, and any other agreement referred to or entered into in connection herewith...

Share Issuance. If at In lieu of paying the entire Value Protection Consideration Amount in cash, Parent may, in its sole discretion, elect to pay all or any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for portion of such amount by issuing shares of common stock Parent Common Stock (a “Share Issuance” and the percentage determined by dividing the portion of the Value Protection Consideration Amount that Parent elects to satisfy by the Share Issuance by the Value Protection Consideration Amount, the “Share Issuance Percentage”) in accordance with the provisions of this Section 1.7(e). If Parent elects to make a Share Issuance, on the date on which the Value Protection Consideration Amount is due to be paid by Parent, Parent shall: (i) issue to each Eligible Stockholder (or modify any former holder of Company Options), with respect to each share of Company Capital Stock held by such Eligible Stockholder (or each Company Option held by such holder) immediately prior to the foregoing which may be outstandingEffective Time, the number of shares of Parent Common Stock determined by dividing: (A) an amount equal to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price Share Issuance Percentage multiplied by the cash payment that would otherwise have been made in respect of such share of Company Capital Stock or Company Option pursuant to Section 1.7(c); by (B) the Shares, without Average 2010 Year End Trading Price; and (ii) reduce the consent amount of cash that would otherwise have been payable in respect of such share of Company Capital Stock of Company Option pursuant to Section 1.7(c) by subtracting from such amount the Holders amount referred to in clause “(A)” of this Notesentence. Notwithstanding anything to the contrary contained in this Section 1.7(e), except with respect to Excepted Issuancesany holder of Company Common Stock who, then prior to the Closing, did not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B and with respect to any holder of Company shall issuePreferred Stock who, for each such occasionprior to the Closing, additional did not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B and did not satisfy Parent that it was an “accredited investor” and was not acquiring any shares of Parent Common Stock with a view to distribution with respect thereto, such Eligible Stockholder shall, at the option of Parent, in its sole discretion, in lieu of any Parent Common Stock to each Holder so that the average which such Eligible Stockholder would have been entitled under this Section 1.7(e), receive cash per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Company Common Stock or Company Preferred Stock, as the issuance case may be, held by such stockholder immediately prior to the Effective Time equal to the Residual Value Protection Per Share Amount or grants other amount due to such holder of options to purchase Common Company Preferred Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith1.7.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesPrice, without the consent of all the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of the corporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plansplans up to a maximum of 10% of the outstanding share capital on a fully diluted basis at the time of such issuance or grant, (iv) the conversion of any of the Notes, and (v) the payment of any interest on the NotesNotes in Conversion Shares (any such instance, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “an "Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing effective date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company (including without limitation other convertible debentures) carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), d)(D) are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding Until the Expiration Date, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at this Warrant for a price per share or conversion or exercise price per share which shall be consideration less than the Purchase Price then applicable Conversion Price in respect effect at the time of the Sharessuch issuance then, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Purchase Price shall automatically be reduced to such other lower price per sharefor then outstanding Warrants. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any A reduction of the foregoing Purchase Price as a result of the previous sentence which may occurs after the Recapitalization which is fully effectuated on or before November 1, 2010 shall be outstandingto an amount not less than the lesser of (i) 40% of the actual initial Purchase Price that would have been in effect but for the adjustment made in connection with (i) full the previous sentence without giving effect to the Recapitalization, or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock$0.10. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Purchase Price in effect upon such any actual, permitted, optional, or allowed issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock. The reduction of the Purchase Price described in this Section 3.3 is in addition to the other rights of the Holder set forth described in the Subscription Agreement. Upon any reduction of the Purchase Price, the number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 2.1 3.3) be issuable on such exercise by a fraction of which (c)(D)a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3.3) be in effect, are and (b) the denominator is the Purchase Price in addition to any other rights effect on the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithdate of such exercise.

Share Issuance. If If, at any time this Note is outstanding prior to the Maturity Date, the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock, except for shares of common stock the Excepted Issuances (or modify any of the foregoing which may be outstanding) to any person or entity at as hereinafter defined), for a price consideration per share or conversion or exercise price per share which shall be that is less than the then applicable Conversion Price that would be in respect effect at the time of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall such issue, for then, and thereafter successively upon each such occasionissuance, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per shareissue price. For purposes of this adjustment and except for the Excepted Issuances, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security, debt instrument, warrant, right, or option and again upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The reduction of the Series A Conversion Price described in this paragraph is in addition to the other rights of the Holder described in this Certificate of Designation. For purposes hereofof this Certificate of Designation, "Excepted IssuancesIssuance" means shall mean any offersale by the Company of its Common Stock or equity linked debt obligations, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity (or any division or business unit thereof) so long as such issuances are not for the purpose of raising capital, (ii) the Company’s 's issuance of securities in connection with strategic supply, sale or license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock pursuant to employees, directors, and consultants issued and outstanding on or before the Company’s stock option plans and employee stock purchase plansdate hereof, (iv) securities upon the exercise or exchange of or conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission securities exercisable or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional exchangeable for or convertible into shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which Payees of such securities or debt are not at any time granted registration rights other than piggy back rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capitalcapital which Payees of such securities or debt are not at any time granted registration rights other than piggy back rights, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans as such plans are constituted on the Company’s stock option plans and employee stock purchase plans, date hereof (iv) the conversion of any of the Notesup to 5,000,000 shares per year issued to legitimate third party service providers and contractors, (v) securities issued pursuant to financing deals in place as of the payment date hereof, specifically the purchase of any interest shares by GEM Global Yield Fund as announced in the Borrower’s Form 8-K filed with the SEC on the NotesJuly 11, 2012; and (vi) as has been described securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the date hereof on the terms in effect on the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note date hereof (collectively, the foregoing (i) through (vi) are “Excepted Issuances”). The delivery , prior to the Holder complete conversion or payment of this Note, for a consideration per share that is less than the additional shares Conversion Price that would be in effect at the time of Common Stock such issue, then, and thereafter successively upon each such issuance, the Conversion Price shall be not later than the closing date of the transaction giving rise reduced to the requirement to such other lower issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company Borrower carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option and again at any time upon any subsequent issuances the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price in effect upon such issuancePrice. The rights Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation ofcorporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, and (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is Notes or the Warrants are outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesWarrant Exercise Price, without the consent of the Holders of this Note, except with respect to Excepted Issuanceseach Holder holding Warrants and/or other Securities, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares or Warrant Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Warrant Exercise Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any The average Conversion Price of the foregoing which may Conversion Shares and average Warrant Exercise Price in relation to the Warrant Shares shall be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not calculated separately for the purpose of raising capital, (iii) the Company’s Conversion Shares and Warrant Shares. The foregoing calculation and issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans shall be made separately for Conversion Shares received upon conversion and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”)separately for Warrant Shares. The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Holder is granted the registration rights described in Section 11 of the Subscription Agreement in relation to such additional shares of Common Stock except that the Filing Date and Effective Date with respect to such additional shares of Common Stock shall be, respectively, the sixtieth (60th) and one hundred and twentieth (120th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), 3.4 are in addition to any other rights the Holder has pursuant to this NoteWarrant, the Subscription Agreement, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding For a period of twelve (12) months from the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares original date of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders issuance of this NoteWarrant, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Holders, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capitalcapital and which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Holders, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the Company’s stock option stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans and employee stock purchase plansare constituted on the date of this Agreement, (iv) securities issued upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant on the terms in effect on the Final Closing Date, (v) as a result of the exercise of Warrants or conversion of the Series A Preferred Stock issued pursuant to the Subscription Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Preferred Shares sold in the Offering held as of the date of approval (“Holder Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the Notesforegoing even if issued by a predecessor acquired in connection with a business combination, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission merger or delivered to the Holder prior to the issuance of this Note share exchange (collectively, the foregoing (i) through (vii) are “Excepted Issuances”). The delivery , if the Company shall issue any Common Stock except for the Excepted Issuances prior to the Holder complete exercise of this Warrant, for a consideration less than the additional shares Warrant Price that would be in effect at the time of Common Stock such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be not later than the closing date of the transaction giving rise reduced to the requirement to issue additional shares of Common Stocksuch other lower price for then outstanding Warrants. For purposes of the issuance and adjustment described in this paragraphadjustment, any agreement entered for or the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Warrant Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance. The rights Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation ofcorporation or other entity, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s 's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s 's stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “"Excepted Issuances”"). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction transaction, giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesPrice, without the consent of all the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of the corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plansplans up to a maximum of 10% of the outstanding share capital on a fully diluted basis at the time of such issuance or grant, (iv) the conversion of any of the Notes, and (v) the payment of any interest on the NotesNotes in Conversion Shares (any such instance, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the an “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing effective date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company (including without limitation other convertible debentures) carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), d)(D) are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time For a period of twenty four (24) months from the date of issuance of this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock Warrant (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less Final Closing Date as defined in the Subscription Agreement, if later), other than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entityentity which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capitalcapital and which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuance issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the Company’s stock option independent members of the board of directors of the Company or in existence as such plans and employee stock purchase plansare constituted on the date of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms in effect on the Closing Date, (v) as a result of the exercise of Warrants or conversion of the Preferred Stock issued pursuant to this Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber Consent”), and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the Notesforegoing even if issued by a predecessor acquired in connection with a business combination, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission merger or delivered to the Holder prior to the issuance of this Note share exchange (collectively, the foregoing (i) through (v) are “Excepted Issuances”). The delivery , if the Company shall issue any Common Stock except for the Excepted Issuances prior to the Holder complete exercise of this Warrant, for a consideration less than the additional shares Warrant Price that would be in effect at the time of Common Stock such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be not later than reduced to such other lower price for then outstanding Warrants, provided, however, in no event shall the closing date of the transaction giving rise Warrant Price be reduced pursuant to the requirement this Section 5(a) to issue additional shares below $0.25 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Warrant Price in effect upon such issuance and again at any time upon any subsequent actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance. The rights Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of the Holder set forth in this Section 2.1 (c)(D), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithCommon Stock.

Share Issuance. If at any time this Note is outstanding In consideration for (1) the Consultant's agreeing to (i) terminate his Employment Agreement and release his rights thereunder (except as specified herein), (ii) cancel his options as described in Section 4(c) above, (iii) grant a release in favor of the Company shall offeras described in Section 4(b) above, issue or agree and (iv) enter into the non-competition and non-solicitation covenants in Section 9 below, and (2) the other benefits to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any be provided by the Consultant hereunder, contingent upon the occurrence of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the SharesClosing Date, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional will issue to the Consultant 500,000 fully vested shares of Common Stock of the Company (the "Acquired Stock") for no additional consideration. The issuance of the Acquired Stock will be subject to each Holder so that approval by the average per share purchase price Company's shareholders in accordance with the applicable requirement set forth in the NYSE Amex Company Guide. PSQ agrees to cause such shareholder approval to be obtained by (A) voting all of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying held by PSQ and its affiliates in favor of the right to convert such security into shares approval and adoption of Common Stock or a written consent of any warrant, right or option to purchase Common Stock shall result in the shareholders of the Company approving the issuance of the additional shares Acquired Stock to the Consultant, which consent will be approved and adopted by PSQ no later than ten days after the Closing Date, and (B) as promptly as practicable thereafter, and in any event no later than ten days thereafter, filing with the Securities and Exchange Commission and thereafter distributing to the shareholders of Common Stock upon the Company an information statement relating to such written shareholder consent in accordance with Rule 14C-2 of the Securities Exchange Act of 1934, as amended, and applicable state law. The Company will effect the issuance of such convertible security, warrant, right or option and again at any time the Acquired Stock to Xx. Xxxxxx upon any subsequent issuances the later to occur of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than (x) the Conversion Price in effect upon such issuance. The rights earliest date permitted under Rule 14C-2 of the Holder set forth in this Section 2.1 Securities Exchange Act of 1934, as amended, and (c)(D), are in addition y) the approval by NYSE Amex of the supplemental listing application to any other rights be filed by the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into Company in connection herewithwith the issuance of the Acquired Stock, which supplemental listing application will be filed by the Company as promptly as practicable after such written shareholder consent is approved and adopted. With respect to the amount, if any, that the Company is required to withhold under the Internal Revenue Code of 1986, as amended, in connection with the issuance of the Acquired Stock to the Consultant, the Consultant shall pay over to the Company upon request an amount equal to such withholding amount, and the Company shall timely pay such amount to the appropriate taxing authority.

Share Issuance. If at any time this Note is outstanding Until the Expiration Date, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable Common Stock except for shares the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at this Warrant for a price per share or conversion or exercise price per share which shall be consideration less than the then applicable Conversion Purchase Price that would be in respect effect at the time of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall such issue, for then, and thereafter successively upon each such occasionissue, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Purchase Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockthen outstanding Warrants. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the additional shares of Common Stock upon the issuance of such convertible above-described security, debt instrument, warrant, right right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance or at any time this Warrant is outstanding and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Purchase Price in effect upon such issuance. The rights Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. Upon any reduction of the Purchase Price, the number of shares of Common Stock that the Holder set forth in of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 2.1 3.3) be issuable on such exercise by a fraction of which (c)(D)a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3.3) be in effect, are and (b) the denominator is the Purchase Price in addition to any other rights effect on the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered into in connection herewithdate of such exercise.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), . are in addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.

Share Issuance. If at any time So long as this Note is outstanding outstanding, if the Company Borrower shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that except for the average per share purchase price of the shares of Common Stock issued to the Holder (of only Excepted Issuances for a consideration less than the Conversion Shares still owned by Price in effect at the Holder) is equal to time of such other lower price per share issue, then, and thereafter successively upon each such issue, the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the Notes, (v) the payment of any interest on the Notes, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockprice. For purposes of the issuance and adjustment described in this paragraphadjustment, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the additional shares of Common Stock above-described security and again upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. The reduction of the Conversion Price described in effect upon such issuance. The this paragraph is in addition to other rights of the Holder set forth described in this Section 2.1 Note. “Excepted Issuances” means any proposed sale by the Borrower of its Common Stock or other securities or equity linked debt obligations, except in connection with (c)(D)i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration rights, (ii) the Borrower’s issuance of securities in addition connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Borrower’s issuance of Common Stock or the issuances or grants of options to any other rights the Holder has purchase Common Stock to employees, directors, and consultants, pursuant to this Noteplans described on Schedule A, any Transaction Document and any other agreement referred to (iv) as a result of the exercise of the Warrants or entered into conversion of the Notes, (v) an underwritten public offering in connection herewith.with not less than $10,000,000 of gross proceeds of such public offering and (vi) as otherwise described on Schedule A.

Share Issuance. If at any time this Note Debenture is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this NoteDebenture, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share. For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion of any of the NotesDebentures, (v) the payment of any interest on the NotesDebentures, and (vi) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note Debenture (collectively, the “Excepted Issuances”). The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D), are in arein addition to any other rights the Holder has pursuant to this NoteDebenture, any Transaction Document and any other agreement referred to or entered into in connection herewith.