Common use of Change in Option Price or Rate of Conversion Clause in Contracts

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If With respect to any Options (other than any Excluded Securities (as defined in the Debenture Purchase Agreement)) or Convertible Securities (other than any Excluded Securities (as defined in the Debenture Purchase Agreement)) issued during the period commencing immediately following the Subscription Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable or exercisable for Common Stock changes Shares increases or decreases at any timetime after the issuance of such Options or Convertible Securities (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b) below), the Fixed Conversion Price in effect at the time of such change increase or decrease shall be adjusted to the Fixed Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, rate (as the case may be, ) at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are changed increased or decreased in the manner described in the immediately preceding sentencesentence during the period commencing immediately following the Subscription Date, then such Option or Convertible Security and the Common Stock Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price increase or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anydecrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result in an increase of the Fixed Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any timetime (other than (i) proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 5.2, (ii) changes in conversion or exercise prices, as applicable, resulting from anti-dilution provisions contained in the Conversion Price instruments governing such securities which are in effect at as of the time Closing Date, and/or (iii) changes in conversion or exercise prices, as applicable, in respect of such change securities issued in an Excluded Issuance), then the Exercise Price then in effect shall be adjusted to an amount equal to the Conversion Exercise Price which that would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C5.4(c), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding as of the Subscription Date date hereof) are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For clarity, adjustments Simultaneously with any adjustment to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as Exercise Price of the date Warrants pursuant this Section 5.4(c), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such adjustment, if anythat the Aggregate Warrant Exercise Price shall remain unchanged. No adjustment pursuant to this Section 5.4(c) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then of the Warrants or a decrease in effectthe number of Warrant Shares.

Change in Option Price or Rate of Conversion. If With respect to any Options or Convertible Securities issued during the 180-day period commencing immediately following the Subscription Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any timetime after the issuance of such Options or Convertible Securities (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(a) below), the Fixed Conversion Price in effect at the time of such change increase or decrease shall be adjusted to the Fixed Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, rate (as the case may be, ) at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are changed increased or decreased in the manner described in the immediately preceding sentencesentence during the 180-day period commencing immediately following the Subscription Date, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price increase or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anydecrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result in an increase of the Fixed Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions referred to in Section 8(e)(i), the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities referred to in Section 8(e)(i) or 8(e)(ii), or the rate at which any Convertible Securities referred to in Section 8(e)(i) or 8(e)(ii) are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C8(e)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For clarityOn the expiration of any Options referred to in Section 8(e)(i) or any Convertible Securities referred to in Section 8(e)(ii), adjustments or the termination of any such right to the purchase price exercise, convert or exercise price of Options already provided for in the terms of exchange such outstanding Options or adjustments to Convertible Securities, the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Applicable Price then in effecteffect hereunder shall forthwith be increased to the Applicable Price which would have been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions referred to in Section 2(d)(i), the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities referred to in Section 2(d)(i) or 2(d)(ii), or the rate at which any Convertible Securities referred to in Section 2(d)(i) or 2(d)(ii) are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C2(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For clarityOn the expiration of any Options referred to in Section 2(d)(i) or any Convertible Securities referred to in Section 2(d)(ii), adjustments or the termination of any such right to the purchase price exercise, convert or exercise price of Options already provided for in the terms of exchange such outstanding Options or adjustments to Convertible Securities, the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Applicable Price then in effecteffect hereunder shall forthwith be increased to the Applicable Price which would have been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any timetime (other than Excluded Stock), the Conversion Exercise Price in effect at the time of such change shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C9(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Initial Closing Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarityOn the expiration of any Option or Convertible Security not exercised, adjustments the applicable Exercise Price then in effect shall forthwith be increased to the purchase price or exercise price of Options already provided for Exercise Price that would have been in effect at the terms time of such outstanding Options expiration had such Stock Purchase Rights or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anynever been issued. No adjustment shall be made if such adjustment would result increase the applicable Exercise Price by an amount in an increase excess of the Conversion adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Option or Convertible Security. Notwithstanding anything to the contrary herein, in no event shall an adjustment to the Exercise Price be made retroactively with respect to any portion of the Warrant which has been exercised prior to the actual date of the dilutive issuance or change. In addition, to clarify for purposes of this Section 9(d), if an Option or Convertible Security has a price reset or similar provision that would cause the price to adjust based on a future event or contingency, then in effectthe “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall not become such adjusted price unless and until the happening of such event or contingency that actually gives effect to the adjustment.

Change in Option Price or Rate of Conversion. If On or after the Issuance Date (other than in connection with any reset in exercise price of outstanding Company warrants prior to January 1, 2019), if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities or Common Stock Equivalents, or the rate at which any Convertible Securities or Common Stock Equivalents are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, then the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options Options, Common Stock Equivalents or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes ; provided that for the avoidance of this Section 2(d)(i)(C)doubt, if no Additional Warrant Shares will be issued in connection with any such increase or decrease pursuant to the currently existing terms of any Option or Convertible Security that was currently outstanding as of the Subscription Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anywarrants. No adjustment pursuant to this Section 2 shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Additional Warrant Shares or Warrant Shares issuable under this Warrant. Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any timetime (other than Excluded Issuances, in each case), the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C4(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Issuance Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarityOn the expiration of any Option or Convertible Security not exercised, adjustments the applicable Conversion Price then in effect shall forthwith be increased to the purchase price or exercise price of Options already provided for Conversion Price that would have been in effect at the terms time of such outstanding Options expiration had such Stock Purchase Rights or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anynever been issued. No adjustment shall be made if such adjustment would result increase the applicable Conversion Price by an amount in an increase excess of the adjustment originally made to the Conversion Price in respect of the issue, sale or grant of the applicable Option or Convertible Security. Notwithstanding anything to the contrary herein, in no event shall an adjustment to the Conversion Price be made retroactively with respect to any portion of the Note converted to Common Stock or repaid in Common Stock prior to the actual date of the dilutive issuance or change. In addition, to clarify for purposes of this Section 4, if an Option or Convertible Security has a price reset or similar provision that would cause the price to adjust based on a future event or contingency, then in effectthe "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall not become such adjusted price unless and until the happening of such event or contingency that actually gives effect to the adjustment.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any timetime (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C3(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of the Purchase Agreement are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For claritythe avoidance of doubt, adjustments an adjustment of the conversion price of the Company’s Series F Preferred Stock to the purchase price or exercise price of Options already provided Reset Conversion Price (as such term is defined the designations for the Series F Preferred Stock set forth in the terms Company’s Certificate of such outstanding Options or adjustments Incorporation, as amended (the “Series F Designations”)) pursuant to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for Series F Designations, will result in adjustment to the Exercise Price pursuant to this Section 3(b) in accordance with the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anyhereof. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOption, the additional consideration, if any, payable upon the issueissuance, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurity, or the rate at which any Convertible Securities are Security is convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price and the number of Warrant Shares in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price and the number of Warrant Shares which would have been in effect at such time had such Options Option or Convertible Securities Security provided for such changed purchase increased or decreased exercise price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C8.1(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed modified in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anymodification. No adjustment pursuant to this Section 8.1(d)(iii) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Warrant Shares. Notwithstanding the foregoing, none of the adjustments described in this subsection shall affect the Exercise Price or number of Warrant Shares unless a Dilutive Issuance has occurred.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C2(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Issuance Date are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price increase or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anydecrease. No adjustment pursuant to this Section 2(c)(iii) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the Warrant Shares. On the termination of any Option for which any adjustment was made pursuant to this Section 2(c) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this Section 2(c) (including, without limitation, upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

Change in Option Price or Rate of Conversion. If On or after the Issuance Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities or Common Stock Equivalents, or the rate at which any Convertible Securities or Common Stock Equivalents are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any timetime (collectively, a “Consideration Adjustment”), then the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options Options, Common Stock Equivalents or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes ; provided that for the avoidance of this Section 2(d)(i)(C)doubt, if no Additional Warrant Shares will be issued in connection with any such increase or decrease pursuant to the currently existing terms of any Option or Convertible Security that was currently outstanding Company warrants. Except as of the Subscription Date are changed in the manner described in the immediately preceding sentencecontemplated by Section 2(h), then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed no adjustment pursuant to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment this Section 2 shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Additional Warrant Shares or Warrant Shares issuable under this Warrant. Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section, and no adjustment pursuant to Section 2(a) will result in a further adjustment to this Warrant under this Section so long as any Consideration Adjustment of any Options constitutes “consideration” for the purposes of the adjustment provided in Section 2(a).

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions issued after the Subscription Date, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities issued after the Subscription Date, or the rate at which any Convertible Securities issued after the Subscription Date are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price and the number of Warrant Shares in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price and the number of Warrant Shares which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C)Additionally, if the terms of any Option or Convertible Security that was outstanding as of the date of the Subscription Date are changed is increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarityincrease or decrease, adjustments but in such event the amount of the adjustment to the purchase price or exercise price of Options already provided for in Exercise Price pursuant to this Section 2 will not be proportionately greater than the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as proportionate amount of the date of such adjustment, if anyincrease or decrease. No adjustment pursuant to this Section 2(a) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Warrant Shares.

Change in Option Price or Rate of Conversion. ‌ If the purchase or exercise price provided for in any OptionsOption, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock Shares changes at any time, the Conversion Exercise Price in effect at the time of such change shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(CCondition 3.4(c), if the terms of any Option or Convertible Security that was outstanding as of at the Subscription Issue Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of at the date of such change. For clarityCalculation of Consideration Received If any Shares, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into issued or exchangeable sold for a consideration other than cash, the amount of the consideration received by the Issuer for such Share, Option or exercisable for Common Stock already provided for in Convertible Security will be the terms fair value of such outstanding Convertible Securities (or assumed non-cash consideration, except where such consideration consists of Securities, in which case the amount of consideration received by the Company in Issuer will be the Reverse Merger) shall not result in the deemed issuance Closing Price of Common Stock as of such Securities on the date of such adjustmentreceipt. If any Shares, if any. No adjustment shall be made if such adjustment would result in an increase Options or Convertible Securities are issued to the owners of the Conversion Price then non-surviving entity in effectconnection with any merger in which the Issuer is the surviving entity, the amount of consideration of such Shares, Options or Convertible Securities issued will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Shares, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or Securities will be determined jointly by the Issuer and the Holder. If such parties are unable to reach agreement within ten (10) calendar days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth day following the Valuation Event by the Calculation Agent.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any timetime (other than Excluded Issuances, in each case), the Conversion Warrant Price in effect at the time of such change shall be adjusted to the Conversion Warrant Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock acquirable hereunder shall be correspondingly readjusted. For purposes of this Section 2(d)(i)(C9(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exerciseconversion, conversion exchange or exchange exercise thereof shall be deemed to have been issued as of the date of such change. For clarityOn the expiration of any Option or Convertible Security not exercised, adjustments the applicable Warrant Price then in effect shall forthwith be increased to the purchase price or exercise price of Options already provided for Warrant Price that would have been in effect at the terms time of such outstanding Options expiration had such Stock Purchase Rights or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anynever been issued. No adjustment shall be made if such adjustment would result increase the applicable Warrant Price by an amount in an increase excess of the Conversion adjustment originally made to the Warrant Price then in effectrespect of the issue, sale or grant of the applicable Option or Convertible Security.

Change in Option Price or Rate of Conversion. If On or after the Issuance Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities or Common Stock Equivalents, or the rate at which any Convertible Securities or Common Stock Equivalents are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, then the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options Options, Common Stock Equivalents or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes ; provided that for the avoidance of this Section 2(d)(i)(C)doubt, if no Additional Warrant Shares will be issued in connection with any such increase or decrease pursuant to the currently existing terms of any Option or Convertible Security that was currently outstanding Company warrants. Except as of the Subscription Date are changed in the manner described in the immediately preceding sentencecontemplated by Section 2(h), then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed no adjustment pursuant to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment this Section 2 shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Additional Warrant Shares or Warrant Shares issuable under this Warrant. Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section, and no adjustment pursuant to Section 2(a) will result in a further adjustment to this Warrant under this Section so long as any Consideration Adjustment of any Options constitutes “consideration” for the purposes of the adjustment provided in Section 2(a).