Common use of Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative Clause in Contracts

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] One Hundred Fifty-Eight Thousand Dollars ($158,000.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock Preferred Stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock Preferred Stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] the product of (a) the number of shares for which this Warrant was originally exercisable and (b) the warrant price for which this Warrant was originally exercisable, divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. IfIn the event of a preferred stock equity financing by the Company after the Issue Date the gross proceeds of which equal at least Five Million Dollars ($5,000,000) (the “Next Round”), upon if the closing price per share (the “Next Round Price”) of such shares of preferred stock (the “Next Equity Financing, the Next Equity Financing Price shall be Round Stock”) is less than the Warrant Price Price, Holder shall have the right, in effect as of immediately prior theretoHolder’s sole discretion, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time elect to time in accordance with the provisions treat all of this Warrant and the “Warrant Price” shall be as exercisable for Shares of the Next Equity Financing Round Stock at the Next Round Price from and after such closing, subject to adjustment thereafter from time to time in accordance (with the provisions number of such shares subject of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant Warrant automatically adjusted to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] divided the aggregate Number of Shares for which this Warrant is then exercisable (as adjusted hereunder, but before giving effect to this Section 1.7) multiplied by (ii) the quotient of (x) the Warrant Price divided by (y) the Next Equity Financing Round Price) (the “Next Round Election”). Company shall provide Holder no less than fifteen (15) Business Days’ written notice prior to any sale of Next Round Stock (the “Next Round Notice”). Holder shall make the Next Round Election by providing the Company with written notice within ten (10) Business Days’ of its receipt of the Next Round Notice (the “Next Round Election Period”) and Holder shall be deemed to waive it right to make such Next Round Election if it fails to deliver its Next Round Election within the Next Round Election Period. If Holder makes the Next Round Election within the Next Round Election Period, subject then (a) the Next Round Election shall be effective immediately following the initial closing of the Next Round and (b) the Shares for which this Warrant is exercisable shall bear the same rights, preferences, and privileges of such Next Round Stock. The right of Holder to make a Next Round Election (and the corresponding adjustment thereafter from time to time provided for in accordance with the provisions of this Warrant. As used herein Section 1.7) shall (i) “Next Equity Financing” means only apply to the first sale or issuance by the Company on or Next Round that occurs after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or and shall not apply to any other senior equity securities to one or more investors for cash for financing purposes; and (ii) “Next Equity Financing Securities” means the typeshall terminate (x), class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; case of the occurrence of an Acquisition, then upon the satisfaction of the provisions of Section 1.6 hereof and (iiiy) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financingcase of the occurrence of an IPO (defined below), then upon the satisfaction of Section 2.3 hereof. Any adjustment to the Class of Shares, Number of Shares and/or Warrant Price made as a result of this Article 1.7 shall be in addition to any adjustment(s) to be made in accordance with Article 2 hereof.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] One Hundred Ninety-Seven Thousand Five Hundred Dollars ($197,500.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock Preferred Stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock Preferred Stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] Ninety Three Thousand Seven Hundred Fifty Dollars ($93,750.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] ________________ ($______________), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing (not including any price per share applied in connection with the conversion of debt in such Next Equity Financing).

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. IfIn the event of (I) a preferred stock equity financing by the Company after the Issue Date the gross proceeds of which equal at least Five Million Dollars ($5,000,000), upon other than the sale and issuance by the Company of shares of its Series F Preferred Stock, or (II) an IPO (as defined below) (either such financing, the “Next Round”), if the price per share (the “Next Round Price”; provided that in the case of an IPO, the Next Round Price shall be the lesser of the price per share of common stock sold in connection with the IPO or the price per share of the Company’s common stock on the close of trading on the fifth day following the IPO) of the shares sold in such Next Round (the “Next Round Stock”) is less than the Warrant Price, Holder shall have the right, in Holder’s sole discretion, to elect to treat this Warrant as exercisable for Shares of the Next Round Stock at the lower of the Warrant Price or the Next Round Price (with the number of such shares subject of this Warrant automatically adjusted to equal (i) the aggregate Number of Shares for which this Warrant is then exercisable (as adjusted hereunder, but before giving effect to this Section 1.7) multiplied by (ii) (q) the Warrant Price or (r) if the Next Round Price is lower than the Warrant Price, the quotient of (x) the Warrant Price divided by (y) the Next Round Price) (the “Next Round Election”). Company shall provide Holder no less than fifteen (15) Business Days’ written notice prior to any sale of Next Round Stock (the “Next Round Notice”). Holder shall make the Next Round Election by providing the Company with written notice within ten (10) Business Days’ of its receipt of the Next Round Notice. If Holder makes the Next Round Election, then (a) the Next Round Election shall be effective immediately following the initial closing of the Next Equity Financing, Round and (b) the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of Shares for which this Warrant is exercisable shall bear the same rights, preferences, and privileges of such Next Round Stock. The right of Holder to make a Next Round Election (and the “Warrant Price” corresponding adjustment provided for in this Section 1.7) shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] divided by (ii) the Next Equity Financing Price, subject only apply to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or Next Round that occurs after the Issue Date of this Warrant set forth aboveand shall not apply to any other financing, except to the extent the first Next Round is a preferred stock financing and is followed, within one (1) year thereof, by an IPO, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities which case Holder’s right to one or more investors for cash for financing purposesmake the Next Round Election shall survive through such second Next Round; and (ii) “Next Equity Financing Securities” means the typeterminate, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iiicase of the occurrence of an Acquisition, upon the satisfaction of the provisions of Section 1.6 hereof. Any adjustment to the Class of Shares, Number of Shares and/or Warrant Price made as a result of this Article 1.7 shall be in addition to any adjustment(s) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company to be made in the Next Equity Financingaccordance with Article 2 hereof.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] Fifty Six Thousand Two Hundred Fifty Dollars ($56,250.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, (i) the closing of the Next Equity Financing occurs on or before December 2, 2020 or (ii) upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] Seventy Five Thousand Dollars ($75,000.00) (minus the aggregate exercise price paid by Holder under this Warrant prior to such date), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. IfIn the event of a preferred stock equity financing by the Company after the Issue Date the gross proceeds of which equal at least Five Million Dollars ($5,000,000) (the “Next Round”), upon if the closing price per share (the “Next Round Price”) of such shares of preferred stock (the “Next Equity Financing, the Next Equity Financing Price shall be Round Stock”) is less than the Warrant Price Price, Holder shall have the right, in effect as of immediately prior theretoHolder’s sole discretion, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time elect to time in accordance with the provisions treat all of this Warrant and the “Warrant Price” shall be as exercisable for Shares of the Next Equity Financing Round Stock at the Next Round Price from and after such closing, subject to adjustment thereafter from time to time in accordance (with the provisions number of such shares subject of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant Warrant automatically adjusted to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] divided the aggregate Number of Shares for which this Warrant is then exercisable (as adjusted hereunder, but before giving effect to this Article 1.7) multiplied by (ii) the quotient of (x) the Warrant Price divided by (y) the Next Equity Financing Round Price) (the “Next Round Election”). Company shall provide Holder no less than fifteen (15) Business Days’ written notice prior to any sale of Next Round Stock (the “Next Round Notice”). Holder shall make the Next Round Election by providing the Company with written notice within ten (10) Business Days’ of its receipt of the Next Round Notice (the “Next Round Election Period”) and Holder shall be deemed to waive it right to make such Next Round Election if it fails to deliver its Next Round Election within the Next Round Election Period. If Holder makes the Next Round Election within the Next Round Election Period, subject then (a) the Next Round Election shall be effective immediately following the initial closing of the Next Round and (b) the Shares for which this Warrant is exercisable shall bear the same rights, preferences, and privileges of such Next Round Stock. The right of Holder to make a Next Round Election (and the corresponding adjustment thereafter from time to time provided for in accordance with the provisions of this Warrant. As used herein Article 1.7) shall (i) “Next Equity Financing” means only apply to the first sale or issuance by the Company on or Next Round that occurs after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or and shall not apply to any other senior equity securities to one or more investors for cash for financing purposes; and (ii) “Next Equity Financing Securities” means the typeshall terminate (x), class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; case of the occurrence of an Acquisition, then upon the satisfaction of the provisions of Article 1.6 hereof and (iiiy) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financingcase of the occurrence of an IPO, then upon the satisfaction of Article 2.2 hereof. Any adjustment to the Class of Shares, Number of Shares and/or Warrant Price made as a result of this Article 1.7 shall be in addition to any adjustment(s) to be made in accordance with Article 2 hereof.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] Eighty-Five Thousand Four Hundred Fifty Dollars ($85,450), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______[ ] Dollars ($[ ]), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity FinancingFinancing (excluding the impact of any discount conversion rates as set forth in convertible indebtedness or similar instruments).

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] One Hundred Eighteen Thousand Five Hundred Dollars ($118,500.00), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock Preferred Stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock Preferred Stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] Two Hundred Seventy-Five Thousand Dollars ($275,000.00) minus the aggregate dollar amount of any previously exercised Shares under this Warrant, divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposespurposes with proceeds of not less than Two Million Dollars ($2,000,000.00); (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as for which this Warrant will be exercisable shall equal (i) [_______] divided by (ii) remain the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrantsame. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share (without taking into account the conversion discount applicable to the conversion of the principal amount of convertible subordinated debt issued by the Company in the original aggregate principal amount of $7.5 million, on or about February 18, 2014, as set forth in that certain Convertible Subordinated Note Purchase Agreement, dated as of February 18, 2014) for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] product of (a) the number of shares for which this Warrant was originally exercisable and (b) the warrant price for which this Warrant was originally exercisable, divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] $250,000.00, divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share cash purchase price for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] One Hundred Twenty-Five Thousand Ten Dollars ($125,010), divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.”

Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. IfIn the event of a preferred stock equity financing by the Company after the Issue Date the gross proceeds of which equal at least One Million Dollars ($1,000,000) (the “Next Round”), upon if the closing price per share (the “Next Round Price”) of such shares of preferred stock (the “Next Equity Financing, the Next Equity Financing Price shall be Round Stock”) is less than the Warrant Price Price, Holder shall have the right, in effect as of immediately prior theretoHolder’s sole discretion, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time elect to time in accordance with the provisions treat all of this Warrant and the “Warrant Price” shall be as exercisable for Shares of the Next Equity Financing Round Stock at the Next Round Price from and after such closing, subject to adjustment thereafter from time to time in accordance (with the provisions number of such shares subject of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant Warrant automatically adjusted to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) [_______] divided the aggregate Number of Shares for which this Warrant is then exercisable (as adjusted hereunder, but before giving effect to this Section 1.7) multiplied by (ii) the quotient of (x) the Warrant Price divided by (y) the Next Equity Financing Round Price) (the “Next Round Election”). Company shall provide Holder no less than ten (10) Business Days’ written notice prior to any sale of Next Round Stock (the “Next Round Notice”). Holder shall make the Next Round Election by providing the Company with written notice within five (5) Business Days’ of its receipt of the Next Round Notice (the “Next Round Election Period”) and Holder shall be deemed to waive its right to make such Next Round Election if it fails to deliver its Next Round Election within the Next Round Election Period. If Holder makes the Next Round Election within the Next Round Election Period, subject then (a) the Next Round Election shall be effective immediately following the initial closing of the Next Round and (b) the Shares for which this Warrant is exercisable shall be shares of Next Round Stock. The right of Holder to make a Next Round Election (and the corresponding adjustment thereafter from time to time provided for in accordance with the provisions of this Warrant. As used herein Section 1.7) shall (i) “Next Equity Financing” means only apply to the first sale or issuance by the Company on or Next Round that occurs after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or and shall not apply to any other senior equity securities to one or more investors for cash for financing purposes; and (ii) “Next Equity Financing Securities” means the typeshall terminate (x), class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; case of the occurrence of an Acquisition, then upon the satisfaction of the provisions of Section 1.6 hereof and (iiiy) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financingcase of the occurrence of an IPO (defined below), then upon the satisfaction of Section 2.3 hereof. Any adjustment to the Class of Shares, Number of Shares and/or Warrant Price made as a result of this Section 1.7 shall be in addition to any adjustment(s) to be made in accordance with Section 2 hereof.