Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3Section 4.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection Section 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall Issuer shall, at any time after the Series A-2 Original Issue Issuance Date and for so long as this Convertible Note remains outstanding, issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3Section 4.5(f)(ii)), without consideration or for a consideration per share less than the applicable Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Conversion Price shall be reduced, concurrently with such issue, to a price an amount (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x * [(A + B) ÷ (A + C). ] For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection Section 5.4.3), without consideration or for a consideration per Exhibit A to Shining Sea Share Purchase Agreement share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.34.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Conversion Price for such series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x × (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 B Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.34.4.3), without consideration or for a consideration per share less than the Series A Conversion Price applicable to a series of Preferred Stock or Series B Conversion Price in effect immediately prior to such issuance or deemed issuanceissue, then such the Series A Conversion Price and/or Series B Conversion Price, as applicable, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 C Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.34.4.3), without consideration or for a consideration per share less than the Series A Conversion Price, Series B Conversion Price, or Series C Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Series A Conversion Price Price, Series B Conversion Price, and/or Series C Conversion Price, as applicable, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date Effective Time issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.34.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a of any series of Preferred Stock in effect immediately prior to such issuance or deemed issuanceissue, then such the Conversion Price of such series, unless the provisions of this Section 4.4.4 are waived pursuant to Section 4.4.2 or Section 8, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.34.4.3), without consideration or for a consideration per share less than the Series A Conversion Price applicable to a series of Preferred Stock and/or the Series A-2 Conversion Price, each as in effect immediately prior to such issuance or deemed issuanceissue, then such the Series A Conversion Price and/or the Series A-2 Conversion Price, as the case may be, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply: