Company Uses in Adjustments for Diluting Issuances Clause

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Companys Certificate of Incorporation that apply to Diluting issuances.

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Companys Certificate of Incorporation that apply to Diluting issuances.

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Companys Certificate of Incorporation that apply to Diluting Issuances.

Adjustments for Diluting Issuances from Securities Purchase Agreement

THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of March 10, 2016, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the "Company") and each investor whose name and address is set forth on a Signature Page to this Agreement (each a "Purchaser" and together the "Purchasers").

Adjustments for Diluting Issuances. In the event that the Company shall, at any time after the date hereof issue any "Additional Stock" (as defined below) for per share consideration that is less than the Exercise Price (as defined in the Warrant) in effect immediately prior to such issue (a "Dilutive Issuance"), then the Exercise Price of each Warrant issued to a Qualified Purchaser (as defined below) pursuant to this Agreement shall be reduced concurrently with such issue, to the consideration per share received by the Company for such issue of Additional Stock. Additionally, in the event of any Dilutive Issuance at any time after the date hereof and prior to the two year anniversary of the date hereof, the Company shall issue to each Qualified Purchaser (as defined below) concurrently with the consummation of the issuance of any shares of Additional Stock constituting the Dilutive Issuance for no additional consideration, such number of shares of Additional Stock as shall be determined by the following formula: AS=((X*Y)/Z)-X Where: AS=The number of shares of Additional Stock to be issued to such Qualified Purchaser X=The aggregate number of shares of Common Stock purchased pursuant to this Agreement by such Qualified Purchaser that such Qualified Purchaser continues to hold as of the time of such calculation. Y=the Exercise Price of the Warrant in effect immediately prior to such issue. Z=the per share consideration paid for such shares of Additional Stock in the Dilutive Issuance For purposes of this Agreement, "Qualified Purchaser" shall mean any Purchaser that has, together with its Affiliates, purchased Shares under this Agreement with an Aggregate Purchase Price of at least $3,000,000.

Adjustments for Diluting Issuances

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH WARRANT OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF THE HOLDERS COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Companys Amended and Restated Certificate of Incorporation (the Restated Certificate) that apply to Diluting Issuances.

Adjustments for Diluting Issuances

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH WARRANT OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF THE HOLDERS COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Companys Amended and Restated Certificate of Incorporation (the Restated Certificate) that apply to Diluting Issuances.

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Companys Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Companys Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. In the event that any pay-to-play terms or conditions (i.e. terms or conditions that require a holder of the Companys preferred stock to purchase securities in a future round of equity financing or else lose the benefit of antidilution protection applicable to the shares of preferred stock issuable upon exercise of this Warrant or have such shares of preferred stock automatically convert to common stock or convert to another class and series of the Companys capital stock) in the Certificate of Incorporation, or other agreement among the Company and its stockholders are triggered in connection with the consummation of any private offering of securities of the Company after the Issue Date at a price per share lower than the Warrant Price then in effect (such offering being referred to herein as a Down Round) or otherwise after the date hereof, then in such event, this Warrant shall automatically adjust to become exercisable for the same securities and/or rights that Holder would have received had Holder participated in the Down Round to its full pro rata share with respect to the preferred stock issuable upon exercise of this Warrant (e.g., if the Warrant provides for the purchase of Series B Preferred Stock, and the Company after the Issue Date consummates a Down Round in which those holders of Series B Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange Series B Preferred Stock for Series B-2 Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share will have their Series B Preferred Stock converted into common stock, then this Warrant would automatically adjust to provide the right to purchase Series B-2 Preferred Stock instead of common stock).

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Companys Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Companys Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. In the event that any pay-to-play terms or conditions (i.e. terms or conditions that require a holder of the Companys preferred stock to purchase securities in a future round of equity financing or else lose the benefit of antidilution protection applicable to the shares of preferred stock issuable upon exercise of this Warrant or have such shares of preferred stock automatically convert to common stock or convert to another class and series of the Companys capital stock) in the Certificate of Incorporation, or other agreement among the Company and its stockholders are triggered in connection with the consummation of any private offering of securities of the Company after the Issue Date at a price per share lower than the Warrant Price then in effect (such offering being referred to herein as a Down Round) or otherwise after the date hereof, then in such event, this Warrant shall automatically adjust to become exercisable for the same securities and/or rights that Holder would have received had Holder participated in the Down Round to its full pro rata share with respect to the preferred stock issuable upon exercise of this Warrant (e.g., if the Warrant provides for the purchase of Series B Preferred Stock, and the Company after the Issue Date consummates a Down Round in which those holders of Series B Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange Series B Preferred Stock for Series B-2 Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share will have their Series B Preferred Stock converted into common stock, then this Warrant would automatically adjust to provide the right to purchase Series B-2 Preferred Stock instead of common stock).

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Companys Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Companys Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. In the event that any pay-to-play terms or conditions (i.e. terms or conditions that require a holder of the Companys preferred stock to purchase securities in a future round of equity financing or else lose the benefit of antidilution protection applicable to the shares of preferred stock issuable upon exercise of this Warrant or have such shares of preferred stock automatically convert to common stock or convert to another class and series of the Companys capital stock) in the Certificate of Incorporation, or other agreement among the Company and its stockholders are triggered in connection with the consummation of any private offering of securities of the Company after the Issue Date at a price per share lower than the Warrant Price then in effect (such offering being referred to herein as a Down Round) or otherwise after the date hereof, then in such event, this Warrant shall automatically adjust to become exercisable for the same securities and/or rights that Holder would have received had Holder participated in the Down Round to its full pro rata share with respect to the preferred stock issuable upon exercise of this Warrant (e.g., if the Warrant provides for the purchase of Series B Preferred Stock, and the Company after the Issue Date consummates a Down Round in which those holders of Series B Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange Series B Preferred Stock for Series B-2 Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share will have their Series B Preferred Stock converted into common stock, then this Warrant would automatically adjust to provide the right to purchase Series B-2 Preferred Stock instead of common stock).

Adjustments for Diluting Issuances

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Companys Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Companys Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. In the event that any pay-to-play terms or conditions (i.e. terms or conditions that require a holder of the Companys preferred stock to purchase securities in a future round of equity financing or else lose the benefit of antidilution protection applicable to the shares of preferred stock issuable upon exercise of this Warrant or have such shares of preferred stock automatically convert to common stock or convert to another class and series of the Companys capital stock) in the Certificate of Incorporation, or other agreement among the Company and its stockholders are triggered in connection with the consummation of any private offering of securities of the Company after the Issue Date at a price per share lower than the Warrant Price then in effect (such offering being referred to herein as a Down Round) or otherwise after the date hereof, then in such event, this Warrant shall automatically adjust to become exercisable for the same securities and/or rights that Holder would have received had Holder participated in the Down Round to its full pro rata share with respect to the preferred stock issuable upon exercise of this Warrant (e.g., if the Warrant provides for the purchase of Series B Preferred Stock, and the Company after the Issue Date consummates a Down Round in which those holders of Series B Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange Series B Preferred Stock for Series B-2 Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share will have their Series B Preferred Stock converted into common stock, then this Warrant would automatically adjust to provide the right to purchase Series B-2 Preferred Stock instead of common stock).