Common use of Conversion Shares and Warrant Shares Clause in Contracts

Conversion Shares and Warrant Shares. On and after the Certificate Amendment and the effectiveness of the Series 2023 Amendment and the Series A Amendment, the Company shall have available for issuance all of the shares of Common Stock into which the Series 2023 Amendment and the Series A Amendment are convertible (in accordance with the terms thereof) including after giving effect to any anti-dilution provisions contained in the Note Amendments (any shares of such Common Stock issued on the conversion of either Note Amendment being referred to herein as the “Conversion Shares”). On and after the issuance of the Warrants, the Company shall have available for issuance all of the shares of Common Stock for which the Warrants can be exercised (in accordance with the terms thereof), including after giving effect to any anti-dilution provisions contained in the Warrants (any shares of such Common Stock issued on the exercise of the Warrants being referred to herein as the “Warrant Shares”) The Conversion Shares and the Warrant Shares will have been have been duly authorized, and when the Conversion Shares are issued upon conversion of the Note Amendments in accordance with the terms thereof and the Warrant Shares are issued on exercise of the Warrants in accordance with the terms thereof, the Conversion Shares and Warrant Shares shall be validly issued, fully paid and non-assessable, free and clear of any Encumbrances (other than those imposed by federal or state securities Laws). The issuance of the Conversion Shares and the Warrant Shares are not subject to any preemptive or similar rights of any securityholder of the Company, except the preemptive rights granted under the Investment Agreement dated December 22, 2011.

Conversion Shares and Warrant Shares. On and after the Certificate Amendment and the effectiveness of the Series 2023 A Amendment and the Series A 2023 Amendment, the Company shall have available for issuance all of the shares of Common Stock into which the Series 2023 A Amendment and the Series A 2023 Amendment are convertible (in accordance with the terms thereof) including after giving effect to any anti-dilution provisions contained in the Note Amendments (any shares of such Common Stock issued on the conversion of either Note Amendment being referred to herein as the “Conversion Shares”). On and after the issuance of the Warrants, the Company shall have available for issuance all of the shares of Common Stock for which the Warrants can be exercised (in accordance with the terms thereof), including after giving effect to any anti-dilution provisions contained in the Warrants (any shares of such Common Stock issued on the exercise of the Warrants being referred to herein as the “Warrant Shares”) The Conversion Shares and the Warrant Shares will have been have been duly authorized, and when the Conversion Shares are issued upon conversion of the Note Amendments in accordance with the terms thereof and the Warrant Shares are issued on exercise of the Warrants in accordance with the terms thereof, the Conversion Shares and Warrant Shares shall be validly issued, fully paid and non-assessable, free and clear of any Encumbrances (other than those imposed by federal or state securities Laws). The issuance of the Conversion Shares and the Warrant Shares are not subject to any preemptive or similar rights of any securityholder of the Company, except the preemptive rights granted under the Investment Agreement dated December 22, 2011.