Common use of Dilutive Issuances Clause in Contracts

Dilutive Issuances. If at any time after the Issuance Date the Company shall issue or sell shares of Common Stock or Convertible Securities (other than (i) securities issued or issuable in Exempt Issuances or (ii) shares of Common Stock issued as a result of a dividend or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stock), without consideration or for a consideration per share less than $0.01, the Exercise Price shall be reduced to a price (calculated to the nearest cent) (i) determined in accordance with the following formula: New Exercise Price = P1 Q1 + P2 Q2 Q1 + Q2 where: P1 = Applicable Exercise Price in effect immediately prior to such new issue or sale. Q1 = Number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share of Common Stock received or deemed by the Company upon such new issue or sale. Q2 = Number of shares of Common Stock issued or sold, or deemed to have been issued, in the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of such Convertible Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for such shares of Common Stock shall be the consideration actually received by the Company for the issue of such Convertible Securities plus the minimum additional consideration to be received by the Company upon the full exercise, conversion or exchange of such Convertible Securities. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be computed at the fair value thereof at the time of such issue or sale, as determined in good faith by the Board.

Dilutive Issuances. If at any time after the Issuance Date the Company shall issue or sell issues shares of Common Stock or Convertible Securities any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than (i) securities issued or issuable in Exempt Excluded Issuances or (ii) shares of Common Stock issued as a result of a dividend transaction to which Section 6.3, Section 6.4 or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common StockSection 6.5 applies), without consideration or for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than $0.01the Market Price on August 29, 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the Exercise Price shall “Warrant Price”), the number of Warrant Shares for which this Warrant is exercisable will be reduced to a price (calculated to the nearest cent) (i) determined in accordance with adjusted based on the following formula: New Exercise Price NS’ = P1 Q1 NS0 x OS0 + P2 Q2 Q1 A OS0 + Q2 B where: P1 , NS’ = Applicable Exercise Price the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such new issue or sale. Q1 event OS0 = Number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share event (treating for this purpose as outstanding all shares of Common Stock received issuable upon (i) conversion of all convertible securities of the Company and (ii) exercise or deemed vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determined by the Company upon such new issue or sale. Q2 Company)) A = Number the maximum number of additional shares of Common Stock issued (or sold, or deemed to have been issued, in into which Equity-Linked Securities may be converted) B = the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion (or exchange of into which such Convertible Equity- Linked Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of may be converted) that would have been issued assuming such number) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for such additional shares of Common Stock shall be had been issued or deemed issued at the Warrant Price (such amount determined by dividing the aggregate consideration actually received receivable by the Company for the issue total number of such Convertible Securities plus the minimum additional consideration shares of Common Stock to be received issued (or into which such Equity-Linked Securities may be converted) by the Company upon the full exercise, conversion or exchange of such Convertible Securities. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be computed at the fair value thereof at the time of such issue or sale, as determined in good faith by the Board.Warrant Price)

Dilutive Issuances. If at any time after the Issuance Date the Company shall issue or sell issues shares of Common Stock or Convertible Securities any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than (i) securities issued or issuable in Exempt Excluded Issuances or (ii) shares of Common Stock issued as a result of a dividend transaction to which Sections 6.3 or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stock6.4 applies), without consideration or for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than $0.01the Market Price on November 15, 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the Exercise Price shall “Reference Price”), the number of Warrant Shares for which this Warrant is exercisable will be reduced to a price (calculated to the nearest cent) (i) determined in accordance with adjusted based on the following formula: New Exercise Price NS’ = P1 Q1 NS0 × OS0 + P2 Q2 Q1 A OS0 + Q2 B where: P1 , NS’ = Applicable Exercise Price the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such new issue or sale. Q1 event OS0 = Number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share event (treating for this purpose as outstanding all shares of Common Stock received issuable upon (i) conversion, exchange or deemed exercise of all convertible, exchangeable or exercisable securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determined by the Company upon such new issue or sale. Q2 Company)) A = Number the maximum number of additional shares of Common Stock issued (or sold, or deemed to have been issued, in into which Equity-Linked Securities may be converted) B = the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion (or exchange of into which such Convertible Equity-Linked Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of may be converted) that would have been issued assuming such number) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for such additional shares of Common Stock shall be had been issued or deemed issued at the Reference Price (such amount determined by dividing the aggregate consideration actually received receivable by the Company for the issue total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Reference Price). Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date of such Convertible Securities plus the minimum additional consideration to be received by the Company upon the full exercise, conversion or exchange issuance of such Convertible Common Stock of Equity-Linked Securities, as applicable. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration No adjustment shall be computed at made pursuant to this Section 6.6 which shall have the fair value thereof at effect of decreasing the time number of such issue or sale, as determined in good faith by the BoardWarrant Shares issuable upon exercise of this Warrant.

Dilutive Issuances. If the Company shall at any time or from time to time, after the Issuance Date issuance of this Warrant but prior to the Company shall expiration of this Warrant, issue or sell (such issuance or sale, a “New Issuance”) any shares of Common Stock or Convertible Securities (other than (i) securities issued or issuable in Exempt Issuances or (ii) shares Common Stock Equivalents at a price per share of Common Stock issued (the “New Issue Price”) that is less than the Exercise Price then in effect as a result of a dividend the record date or other distribution on Issue Date (as defined below), as the Common Stock payable in Common Stock or case may be (iiithe “Relevant Date”) a subdivision of outstanding shares (treating the price per share of Common Stock), without consideration or for a consideration per share less than $0.01, in the Exercise Price shall be reduced to a price (calculated to case of the nearest cent) (i) determined in accordance with the following formula: New Exercise Price = P1 Q1 + P2 Q2 Q1 + Q2 where: P1 = Applicable Exercise Price in effect immediately prior to such new issue or sale. Q1 = Number issuance of shares of any Common Stock outstanding Equivalent, as equal to (x) the sum of the price for such Common Stock Equivalent plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such Common Stock Equivalent divided by (y) the number of shares of Common Stock issuable upon conversion initially underlying such Common Stock Equivalent), other than (i) issuances or exercise sales for which an adjustment is made pursuant to another subsection of Convertible Securities outstanding this Section 7, and (ii) Exempt Issuances, then, and in each such case, (A) the Exercise Price then in effect shall be adjusted to equal the New Issue Price and (B) the aggregate number of Shares for which this Warrant is exercisable immediately after the New Issuance shall be increased to equal the product of (i) the aggregate number of Shares for which this Warrant is exercisable immediately prior to the New Issuance multiplied by (ii) a fraction, the numerator of which shall be the Exercise Price in effect on the day immediately prior to the Relevant Date and the denominator of which shall be the Exercise Price in effect immediately after such new issue adjustment. For the avoidance of doubt, whether or sale. P2 = 100% of the weighted average price per share of Common Stock received or deemed by not the Company provides a notice of adjustment pursuant to this Section 7(c), upon the occurrence of any New Issuance, after the date of such new issue or sale. Q2 = Number New Issuance the Holder is entitled to receive a number of shares of Common Stock issued or sold, or deemed to have been issued, in Shares based upon the subject transaction. For purposes provisions of this Section 4.3, upon 7(c) regardless of whether the sale or issuance of Convertible Securities, Holder accurately refers to the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of such Convertible Securities (as set forth Exercise Price in the instrument relating thereto without regard Notice of Exercise. Any adjustment pursuant to any the preceding provisions contained therein for a subsequent adjustment of such numberthis Section 7(c) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for made whenever such shares of Common Stock or Common Stock Equivalents are issued, and shall become effective on the date (the “Issue Date”) of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Section 7(c) shall be made only upon the consideration actually received by the Company for the issue issuance of such Convertible Securities plus the minimum additional consideration to be received by the Company shares of Common Stock or Common Stock Equivalents, and not upon the full exerciseissuance of any security into which the Common Stock Equivalents convert, conversion exchange or exchange of such Convertible Securities. Insofar as any consideration received, or to may be received, by the Company consists of property other than cash, such consideration shall be computed at the fair value thereof at the time of such issue or sale, as determined in good faith by the Boardexercised.

Dilutive Issuances. If at any time after the Issuance Date (i) Upon each issuance (or deemed issuance as provided below) by the Company shall issue or sell of any shares of Common Stock or Convertible Securities (the "Additional Stock") after the date hereof, other than "Excluded Stock" (i) securities issued or issuable in Exempt Issuances or (ii) shares of Common Stock issued as a result of a dividend or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stockdefined below), without consideration or for a consideration per share less than $0.01the Exercise Price in effect immediately prior to the issuance, the Exercise Price in effect immediately prior to each issuance shall forthwith be reduced adjusted to a price determined by multiplying the Exercise Price by a fraction, (calculated x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the nearest cent) (i) determined in accordance with issuance of such Additional Stock plus the following formula: New Exercise Price = P1 Q1 + P2 Q2 Q1 + Q2 where: P1 = Applicable number of shares of Common Stock which the aggregate consideration received by the Company for the total number of shares of Additional Stock so issued would purchase at the Exercise Price in effect immediately prior to such new issue or sale. Q1 = Number issuance, and (y) the denominator of shares of Common Stock outstanding plus which shall be the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% issuance of Additional Stock plus the weighted average price per share of Common Stock received or deemed by the Company upon such new issue or sale. Q2 = Number number of shares of Common such Additional Stock issued or sold, or deemed to have been so issued, in the subject transaction. For purposes the purpose of this Section 4.3, upon the sale or issuance of Convertible Securitiesabove calculation, the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange outstanding immediately prior to such issuance of such Convertible Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) Additional Stock shall be deemed to be issued calculated on a fully diluted basis, as of the time of such issue or sale and the consideration deemed received for such if all convertible securities had been fully converted into shares of Common Stock shall be the consideration actually received by the Company immediately prior to such issuance, and any outstanding options, warrants or other rights for the issue purchase of shares of stock or convertible securities had been fully exercised immediately prior to such issuance, and any outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock if so convertible) as of such Convertible Securities plus date, but not including in such calculation any additional shares of Common Stock issuable with respect to convertible securities, or outstanding options, warrants or other rights for the minimum additional consideration to be received by purchase of shares of stock or convertible securities, solely as a result of the Company upon adjustment of the full exercise, respective conversion or exchange exercise prices (or other conversion ratios) resulting from the issuance of such Convertible Securities. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be computed at Additional Stock causing the fair value thereof at the time of such issue or sale, as determined adjustment in good faith by the Boardquestions.

Dilutive Issuances. If at any time after the Issuance Date the Company shall issue or sell issues shares of Common Stock or Convertible Securities any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than (i) securities issued or issuable in Exempt Excluded Issuances or (ii) shares of Common Stock issued as a result of a dividend transaction to which Section 6.3, Section 6.4 or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common StockSection 6.5 applies), without consideration or for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than $0.01the Market Price on [●], 20232 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the Exercise Price shall “Warrant Price”), the number of Warrant Shares for which this Warrant is exercisable will be reduced to a price (calculated to the nearest cent) (i) determined in accordance with adjusted based on the following formula: New Exercise Price NS’ = P1 Q1 NS0 x OS0 + P2 Q2 Q1 A OS0 + Q2 B where: P1 , NS’ = Applicable Exercise Price the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such new issue or sale. Q1 event OS0 = Number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share event (treating for this purpose as outstanding all shares of Common Stock received issuable upon (i) conversion of all convertible securities of the Company and (ii) exercise or deemed vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determine by the Company upon such new issue or sale. Q2 Company)) A = Number the maximum number of additional shares of Common Stock issued (or sold, or deemed to have been issued, in into which Equity-Linked Securities may be converted) B = the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion (or exchange of into which such Convertible Equity-Linked Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of may be converted) that would have been issued assuming such number) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for such additional shares of Common Stock shall be had been issued or deemed issued at the Warrant Price (such amount determined by dividing the aggregate consideration actually received receivable by the Company for the issue total number of such Convertible Securities plus the minimum additional consideration shares of Common Stock to be received issued (or into which such Equity-Linked Securities may be converted) by the Company upon the full exercise, conversion or exchange of such Convertible Securities. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration shall be computed at the fair value thereof at the time of such issue or sale, as determined in good faith by the BoardWarrant Price).

Dilutive Issuances. If at any time after the Issuance Date the Company shall issue or sell issues shares of Common Stock or Convertible Securities any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than (i) securities issued or issuable in Exempt Excluded Issuances or (ii) shares of Common Stock issued as a result of a dividend transaction to which Sections 6.3 or other distribution on the Common Stock payable in Common Stock or (iii) a subdivision of outstanding shares of Common Stock6.4 applies), without consideration or for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than $0.01the Market Price on [ ]1, 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the Exercise Price shall “Reference Price”), the number of Warrant Shares for which this Warrant is exercisable will be reduced to a price (calculated to the nearest cent) (i) determined in accordance with adjusted based on the following formula: New Exercise Price NS’ = P1 Q1 NS0 × OS0 + P2 Q2 Q1 A OS0 + Q2 B where: P1 , NS’ = Applicable Exercise Price the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such new issue or sale. Q1 event OS0 = Number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion or exercise of Convertible Securities outstanding immediately prior to such new issue or sale. P2 = 100% of the weighted average price per share event (treating for this purpose as outstanding all shares of Common Stock received issuable upon (i) conversion, exchange or deemed exercise of all convertible, exchangeable or exercisable securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determined by the Company upon such new issue or sale. Q2 Company)) A = Number the maximum number of additional shares of Common Stock issued (or sold, or deemed to have been issued, in into which Equity-Linked Securities may be converted) B = the subject transaction. For purposes of this Section 4.3, upon the sale or issuance of Convertible Securities, the maximum number of shares of Common Stock issuable upon the exercise, conversion (or exchange of into which such Convertible Equity-Linked Securities (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of may be converted) that would have been issued assuming such number) shall be deemed to be issued as of the time of such issue or sale and the consideration deemed received for such additional shares of Common Stock shall be had been issued or deemed issued at the Reference Price (such amount determined by dividing the aggregate consideration actually received receivable by the Company for the issue total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Reference Price). 1 NTD: To insert applicable closing date Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date of such Convertible Securities plus the minimum additional consideration to be received by the Company upon the full exercise, conversion or exchange issuance of such Convertible Common Stock of Equity-Linked Securities, as applicable. Insofar as any consideration received, or to be received, by the Company consists of property other than cash, such consideration No adjustment shall be computed at made pursuant to this Section 6.6 which shall have the fair value thereof at effect of decreasing the time number of such issue or sale, as determined in good faith by the BoardWarrant Shares issuable upon exercise of this Warrant.