Common use of Adjustment of Preferred Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Preferred Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that at any time or from time to time after the Original Issue Date, the Corporation shall issue Additional Shares of Common Stock (including, without limitation, Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(1) of this Article FOURTH but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2) of this Article FOURTH, which event is dealt with in Subsection 2(e)(vi)(1) of this Article FOURTH), without consideration or for a consideration per share less than $0.58 per share (subject to appropriate adjustment for any stock split, combination or other similar recapitalization event), then and in such event, the Series B Preferred Conversion Price, the Series A Preferred Conversion Price and the Seed Preferred Conversion Price, as applicable, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one tenth of one cent) determined in accordance with the following formula: where: NCP = New Series B Preferred Conversion Price, new Series A Preferred Conversion Price or new Seed Preferred Conversion Price, as applicable; P1= Series B Preferred Conversion Price, Series A Preferred Conversion Price or Seed Preferred Conversion Price, as applicable, in effect immediately prior to new issue; Q1 = Number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue; P2 = Weighted average price per share received by the Corporation upon such issue; Q2 = Number of shares of Common Stock issued, or deemed to have been issued, in the subject transaction; provided that for the purpose of this Subsection 2(e)(iv) of this Article FOURTH, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue and conversion of shares of Series B Preferred Stock, Series A Preferred Stock or Seed Preferred Stock, as applicable, outstanding immediately prior to such issue shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Subsection 2(e)(iii) of this Article FOURTH, such Additional Shares of Common Stock shall be deemed to be outstanding.

Adjustment of Preferred Conversion Price Upon Issuance of Additional Shares of Common Stock. (1) In the event that the Corporation shall at any time or from time to time after the Original Issue Date, Date and prior to the Corporation shall date of a Trigger Financing (as defined below) issue Additional Shares of Common Stock (including, without limitation, Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(1) of this Article FOURTH but excluding Additional Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2) of this Article FOURTH, which event is dealt with in Subsection 2(e)(vi)(1) of this Article FOURTH)Stock, without consideration or for a consideration per share less than $0.58 per share (subject the applicable Series C Conversion Price in effect immediately prior to appropriate such issue, then, in lieu of an adjustment for any stock split, combination or other similar recapitalization event), then and in such eventunder Section 2(e)(iv)(2) of this Article FOURTH, the Series B Preferred Conversion Price, the Series A Preferred C Conversion Price and the Seed Preferred Conversion Price, as applicable, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one tenth of one cent) determined in accordance with the following formula: where: NCP = New Series B Preferred Conversion Price, new Series A Preferred Conversion Price or new Seed Preferred Conversion Price, as applicable; P1= Series B Preferred Conversion Price, Series A Preferred Conversion Price or Seed Preferred Conversion Price, as applicable, in effect immediately prior to new issue; Q1 = Number of shares of Common Stock outstanding, or deemed to be outstanding as set forth below, immediately prior to such issue; P2 = Weighted average price consideration per share received by the Corporation upon for such issue; Q2 = Number issue or deemed issue of shares the Additional Shares of Common Stock issued, or deemed to have been issued, in the subject transactionStock; provided that for if such issuance or deemed issuance was without consideration, then the purpose of this Subsection 2(e)(iv) of this Article FOURTH, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue and conversion of shares of Series B Preferred Stock, Series A Preferred Stock or Seed Preferred Stock, as applicable, outstanding immediately prior to such issue Corporation shall be deemed to be outstanding, and immediately after any Additional Shares have received an aggregate of Common Stock are deemed issued pursuant to Subsection 2(e)(iii) $.001 of this Article FOURTH, consideration for all such Additional Shares of Common Stock shall be issued or deemed to be outstandingissued. For purposes of this Section 2(e)(iv)(1), “Trigger Financing” shall mean the first to occur of (A) any sale of equity securities by the Corporation to institutional investors, at least one of which is not, at the time of such sale, a stockholder of the Corporation (the “New Investor”) in a transaction (x) yielding gross proceeds to the Corporation of at least $15,000,000 and (y) in which the New Investor invests no less than $7,000,000 in such equity securities or (B) any sale of equity securities by the Corporation in a transaction deemed to be a Trigger Financing hereunder by the Corporation’s Board of Directors (including the affirmative vote of the JJDC Director (as defined in the Second Amended and Restated Voting Agreement dated on or about September 28, 2012, among the Corporation and certain of its stockholders, as may be amended from time to time (the “Voting Agreement”)), for so long as Xxxxxxx & Xxxxxxx Development Corporation or its successors or assigns is entitled to designate a director of the Corporation pursuant to the Voting Agreement or the Skyline Director (as defined in the Voting Agreement) for so long as Skyline Venture Partners V, L.P. or its successors or assigns is entitled to designate a director of the Corporation pursuant to the Voting Agreement).