Common use of Subsequent Equity Sales; Uplisting Clause in Contracts

Subsequent Equity Sales; Uplisting. If, at any time while this Warrant is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced to equal the Base Exercise Price (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of this Warrant), provided that the Base Exercise Price shall not be less than the floor price as determined by any applicable Trading Market and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof. Notwithstanding the foregoing, no adjustment will be made under this Section 3(b) in respect of any Exempt Issuance as that term is defined and construed in the Purchase Agreement. If the Company enters into a variable rate transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the lower exercise price based upon the Base Exercise Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Exercise Price in the Exercise Notice.

Subsequent Equity Sales; Uplisting. If, at any time while this Placement Agent Warrant is outstandingoutstanding and until such time as the Company lists its Common Stock for trading on any Uplisting Trading Market, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced to equal the Base Exercise Price by the application of the following formula: the Exercise Price, then in effect, will be reduced concurrently with the Dilutive Issuance to a price (subject rounded to adjustment the nearest cent) calculated by multiplying such Exercise Price by a fraction, of which (i) the numerator shall be the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such Dilutive Issuance plus the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for reverse the total number of additional shares of Common Stock issued pursuant to the Dilutive Issuance that would be obtained at the Exercise Price; and forward stock splits, recapitalizations and similar transactions following (ii) the date denominator shall be the number of this Warrant)shares of Common Stock outstanding on a fully diluted basis immediately prior to such Dilutive Issuance plus the number of such additional shares of Common Stock so issued, provided that the Base Exercise Price shall not be less than the floor price as determined by any applicable Trading Market and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof. The provisions of this Section 5(b) shall not operate to increase the Exercise Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 3(b5(b) in respect of any an Exempt Issuance as that term is defined and construed Issuance. For the avoidance of doubt, if the Company engages in an at-the-market offering, the Purchase AgreementCompany shall be deemed to have issued Common Stock at the lowest sale price at which the Common Stock was sold in such offering. If the Company enters into a variable rate transactionany Prohibited Transaction (as such term is defined in the Purchase Agreement), despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion Exercise Price, exercise price or exchange rate (or other price) at which such securities may be converted into or exercisedexchangeable or exercised for. The Company shall notify the Holder in writing, no later than the Trading 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5.25(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price Exercise Price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.25(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the lower exercise price a number of Placement Agent Warrant Shares based upon the Base Exercise Price (as adjusted in accordance with Section 5(a) on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Exercise Price in the Exercise NoticeNotice of Exercise.

Subsequent Equity Sales; Uplisting. If, at any time while this Warrant is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced to equal the Base Exercise Conversion Price (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of this Warrantthe Purchase Agreement), provided that the Base Exercise Conversion Price shall not be less than the floor price as determined by any applicable Trading Market and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof. Notwithstanding the foregoing, no adjustment will be made under this Section 3(b) in respect of any Exempt Issuance as that term is defined and construed in the Purchase Agreement. If the Company enters into a variable rate transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the lower exercise price based upon the Base Exercise Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Exercise Conversion Price in the Exercise Notice.

Subsequent Equity Sales; Uplisting. If, at any time while this Warrant is outstandingoutstanding and until such time as the Company lists its Common Stock for trading on any Uplisting Trading Market, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced to equal the Base Exercise Conversion Price (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of this Warrantthe Purchase Agreement), provided that the Base Exercise Conversion Price shall not be less than the floor price as determined by any applicable Trading Market and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof. Notwithstanding the foregoing, no adjustment will be made under this Section 3(b) in respect of any Exempt Issuance as that term is defined and construed in the Purchase Agreement. If the Company enters into a variable rate transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the lower exercise price based upon the Base Exercise Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Exercise Conversion Price in the Exercise Notice.