Common use of Share Issuances Clause in Contracts

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

Share Issuances. Subject to the provisions of this Section 3.43.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the "Purchase Agreement"); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock), all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying only upon the then applicable Fixed Conversion Price by the following fraction:conversion, exercise or exchange of such securities.

Share Issuances. Subject to the provisions of this Section 3.43.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; ) or (iv) the issuance of 500,000 shares of Common StockStock issued in connection with acquisitions approved by Xxxxxx, all of which are unregisteredsuch approval shall not be unreasonably withheld, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the formula below If issuance of any security of the Borrower issues any additional shares pursuant convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying upon the then applicable Fixed Conversion Price by the following fraction:issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.43.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the “Purchase Agreement”); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock), all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying only upon the then applicable Fixed Conversion Price by the following fraction:conversion, exercise or exchange of such securities.

Share Issuances. Subject to the provisions of this Section 3.43.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; Company) or (iv) the issuance of 500,000 shares of Common StockStock issued in connection with acquisitions approved by Xxxxxx, all of which are unregisteredsuch approval shall not be unreasonably withheld, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the formula below If issuance of any security of the Borrower issues any additional shares pursuant convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying upon the then applicable Fixed Conversion Price by the following fraction:issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.42.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to Subsections A Sections 2.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the BorrowerParent; or (iv) the issuance of 500,000 shares pursuant to issuances of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers Stock in connection with transactions otherwise permitted pursuant to Section 13(l)(viii) of the BorrowerSecurity Agreement) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the formula below If issuance of any security of the Borrower issues any additional shares pursuant Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying upon the then applicable Fixed Conversion Price by the following fraction:issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.42.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non or non-qualified stock option plan plans adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below below: If the Borrower issues any additional shares pursuant to Section 3.4 2.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:: A + B (A + B) + [((C – D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; provided, however that the Borrower may not amend any current options, warrants, or other obligations to issue shares set forth in clauses (ivii) and (iii) without the prior written consent of (x) The Shaar Fund, Ltd., (y) Longview Fund, L.P. and (z) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers Purchasers holding at least 51% of the Borrowerthen aggregate outstanding balance of the Notes issued pursuant to the Purchase Agreement) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price at the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each time of issuance of such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:securities.

Share Issuances. Subject to the provisions of this Section 3.43.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the “Purchase Agreement”); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying only upon the then applicable Fixed Conversion Price by the following fraction:conversion, exercise or exchange of such securities. D.

Share Issuances. Subject to the provisions of this Section 3.43.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the “Purchase Agreement”); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying only upon the then applicable Fixed Conversion Price by the following fraction:conversion, exercise or exchange of such securities.

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan, or as part of any incentive, bonus or compensation plan adopted by the Borrower; Borrower or (iv) the issuance of 500,000 shares of Common Stockto its employees, all of which are unregistered, as compensation for professional services rendered by or consultants and other service providers suppliers in the ordinary course of business as it is currently being conducted, provided however, that such issuances pursuant to this section C shall (vi) not exceed 250,000 shares in any calendar year (vii) be at an issue price per share above the Borrowerthen applicable Fixed Conversion Price, and (viii) be in the form of restricted stock) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:lower Offer Price.

Share Issuances. Subject to the provisions of this Section 3.42.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price pursuant to the formula below below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Borrower issues any additional shares pursuant to this Section 3.4 above 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:: ---------------------------------------- A + B ----------------------------------------

Share Issuances. Subject to the provisions of this Section 3.43.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the " Purchase Agreement "); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "" Offer PricePrice ") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying only upon the then applicable Fixed Conversion Price by the following fraction:conversion, exercise or exchange of such securities.

Share Issuances. Subject to the provisions of this Section 3.43.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the BorrowerParent; or (iv) the issuance of 500,000 shares pursuant to issuances of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers Stock in connection with transactions otherwise permitted pursuant to Section 13(l)(viii) of the BorrowerSecurity Agreement) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price. For purposes hereof, the formula below If issuance of any security of the Borrower issues any additional shares pursuant Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying upon the then applicable Fixed Conversion Price by the following fraction:issuance of such securities.