Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be the lesser of # $0.735, or # 77.5% of the average of the VWAPs for the five (5) Trading Days immediately following the first to occur of # the 185th calendar day after the first effective date of the Registration Statement and # the 275th calendar day after the Issuance Date, whichever is lower; subject to adjustment as described herein (“ Exercise Price”). The reduction of the Exercise Price shall only apply in the event that the Conversion Price of the Note is reduced pursuant to Section 4(b) of the Note.