Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during the term of this Note the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration per share (the “New Conversion Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during after the term of this Note Issuance Date, the Company issues or sells sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, options Options or Convertible Securities in exchange for common stockany security such as a non-convertible note, but excluding shares of Common Stock issued or convertible securities deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Conversion Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue, conversion, issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For product of (A) the avoidance of doubt, if the New Conversion Price is greater than in effect immediately prior to such Dilutive Issuance and (B) the Applicable Price, there shall be no adjustment to quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price. For Price in effect immediately prior to such Dilutive Issuance and the purposes number of this Section 3(a), “Excluded Securities” means any shares of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, optionsif any, restricted stock units or convertible securities issued or issuable received by the Company upon such Dilutive Issuance, by (i2) the product derived by multiplying (I) the Conversion Price in connection with any approved stock plan and effect immediately prior to such Dilutive Issuance by (iiII) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in each case with non-affiliated third parties and otherwise on an arm’s-length basisSection 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during the term of this Note the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration per share (the “New Conversion Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities. Provided, however, any and all rights of Holder under this Section 3(a) shall immediately expire if and when the Company if and when the Company’s common stock becomes listed or quoted on a “national securities exchange” within the meaning of Section 6 of the Securities Exchange Act of 1934, as amended.

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term Subscription Date and prior to the nine (9) month anniversary of this Note the Initial Issuance Date, the Company issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 2(f)(i) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Conversion Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue, conversion, issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For quotient of (A) the avoidance sum of doubt, if (1) the Adjusted Price and (2) the New Conversion Issuance Price is greater than divided by (B) two (2). If and whenever after the Applicable Pricenine (9) month anniversary of the Initial Issuance Date, there shall be no adjustment to the Conversion Price. For the purposes of Company issues or sells, or in accordance with this Section 3(a)2(f)(i) is deemed to have issued or sold, “Excluded Securities” means any shares of Common StockStock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, options, restricted stock units or convertible securities but excluding shares of Common Stock deemed to have been issued or issuable (i) sold by the Company in connection with any approved stock plan and (iiExcluded Security) in connection with mergersa Dilutive Issuance, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basisthen immediately after such Dilutive Issuance, the purpose Conversion Price then in effect shall be reduced to an amount equal to the Adjusted Price. For purposes of which is not to raise additional capital. Notwithstanding determining the foregoingadjusted Conversion Price under this Section 2(f)(i), any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable: