Common use of Adjustment Upon Issuance of Common Stock Clause in Contracts

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date of issuance of this Warrant the Company issues or sells, or in accordance with this Section 2 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 Excluded Securities (as defined below) for a consideration per share less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing, a "DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance the Exercise Price then in effect will be reduced to an amount equal to the Applicable Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares will be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on (a) If, at any time after any Release Date, the Corporation shall issue or after the date of issuance of this Warrant the Company issues or sellssell (or, or in accordance with this Section 2 is 4.4.1(b), shall be deemed to have issued or sold, ) any shares of Common Stock (including the issuance without consideration or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding Excluded Securities (as defined below) for a consideration per share less than a price (the "APPLICABLE PRICE") equal to Market Price determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Exercise Price in effect immediately of any Warrant released from escrow prior to such issue or sale or deemed issuance or sale (the foregoing, a "DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable product obtained by multiplying (A) the Exercise Price of such Warrants in effect immediately prior to such issuance or sale, by (B) a fraction, the numerator of which shall be the sum of (x) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully-Diluted Basis) immediately prior to such issuance or sale by (2) the Market Price as of the date of such issuance or sale, and (y) the consideration, if any, received by the Corporation upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully-Diluted Basis) immediately after such issuance or sale, by (D) such Market Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares will which may be adjusted obtained upon exercise of such Warrant shall be increased to the number of shares of Common Stock determined by multiplying (A) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (B) a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment by and the number denominator of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by which shall be the Exercise Price resulting from in effect immediately after such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will be applicable:.

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date of issuance of this Warrant Initial Exercise Date, the Company grants issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3 is deemed to have granted, 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 Excluded Securities (as defined belowany Exempt Issuances, granted issued or sold or deemed to have been granted issued or sold) for a consideration per share (the “New Issuance Price”) less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue granting, issuance or sale or deemed granting issuance or sale (such Exercise Price then in effect is referred to herein as the foregoing, “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable Price. Upon each such adjustment of the Exercise New Issuance Price hereunderand, subject to Section 3(j) herein, the number of Warrant Shares will issuable hereunder shall be adjusted increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the number of shares of Common Stock determined by multiplying the aggregate Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result For all purposes of the issuance of 7,600,000 stock options to directorsforegoing (including, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(a3(b)), the following will shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or From the date hereof until the later of (a) two (2) years after the Issuance Date or (b) the date of issuance of this Warrant there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 2 3(f), 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 any Excluded Securities (as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the foregoing, “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable New Issuance Price. Upon each such adjustment “Excluded Securities” means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (i) under the Exercise Price hereunderCompany’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the number ordinary course of Warrant Shares will be adjusted to business, including any issuance of Options (and the number of underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 15% of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, outstanding as a result of the issuance of 7,600,000 stock options Issuance Date, (ii) issued pursuant to directorsagreements, officers and employees Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will be applicable:date

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date of issuance of this Warrant the Purchase Agreement until the Trading Day immediately following the date that the Common Stock is listed or quoted on the Nasdaq Capital Market, the Company issues or any Subsidiary thereof issues, sells, publicly announces the contemplated issuance or sale of, or in accordance with this Section 2 3(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance, sale or public announcement of the issuance or sale sale, of shares of Common Stock owned or held by or for the account of the Company, but excluding Excluded Securities (as defined below) shares of Common Stock deemed to have been issued or sold by the Company in connection with any Exempt Issuance for a consideration per share (the “New Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (the foregoing, foregoing a "DILUTIVE ISSUANCE"​ ​ “Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable New Issuance Price. Upon each such adjustment of In addition, if the Exercise Price hereunderCompany enters into a Variable Rate Transaction, the number of Warrant Shares will Company shall be adjusted deemed to the number of shares of have issued Common Stock determined by multiplying or Common Stock Equivalents at the Exercise Price in effect immediately prior to lowest possible price, conversion price or exercise price at which such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoingsecurities may be issued, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLCconverted or exercised. For purposes of determining the adjusted Exercise Price under this Section 2(a3(b), the following will shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or (a) If, at any time after the date of issuance of this Warrant Closing Date, the Company issues Corporation shall issue or sellssell (or, or in accordance with this Section 2 is 4.5, shall be deemed to have issued or sold, ) any shares of Common Stock (including the issuance without consideration or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding Excluded Securities (as defined below) for a consideration per share less than a price (95% of the "APPLICABLE PRICE") Market Price determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Exercise Price shall be reduced to an amount equal to the product obtained by multiplying (A) the Exercise Price in effect immediately prior to such issue issuance or sale or deemed sale, by (B) a fraction, the numerator of which shall be the sum of (x) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the foregoingMarket Price as of the date of such issuance or sale, and (y) the consideration, if any, received by the Corporation upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a "DILUTIVE ISSUANCE"), then Fully Diluted Basis) immediately after such Dilutive Issuance the Exercise Price then in effect will be reduced to an amount equal to the Applicable issuance or sale, by (D) such Market Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares will which may be adjusted obtained upon exercise of such Warrant shall be increased to the number of shares of Common Stock determined by multiplying (A) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (B) a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment by and the number denominator of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by which shall be the Exercise Price resulting from in effect immediately after such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will be applicable:.

Adjustment Upon Issuance of Common Stock. If and whenever on or after the date of issuance of this Warrant the Company issues or sells, or in accordance with this Section 2 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 issued or deemed to have been issued by the Company in connection with any Excluded Securities (as defined belowSecurity) for a consideration per share (the “New Securities Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing, foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable Price. Upon each such greater of (x) the New Securities Issuance Price and (y) $2.50 (subject to adjustment of for any stock split, stock dividend, stock combination or other similar transaction after the Exercise Price hereunderIssuance Date), and the number of Warrant Shares will shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLCNew Securities Issuance Price. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Subscription Date until the Trading Day immediately following the date of consummation of the transaction pursuant to which the Company has raised, through the issuance of Common Stock and/or Common Stock Equivalents from and after the date of issuance of this Warrant, at least $20.0 million in gross proceeds in the aggregate (not including, for the avoidance of doubt, any proceeds raised by the Company pursuant to the issuance or exercise of this Warrant or other warrants issued contemporaneously with this Warrant or the issuance of any shares of Common Stock issued contemporaneously with the issuance of this Warrant), the Company issues or sells, or in accordance with this Section 2 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, either before or after the Subscription Date, in connection with any Excluded Securities (as defined belowSecurities) for a consideration per share (the "New Issuance Price") less than a price (the "APPLICABLE PRICEApplicable Price") equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (the foregoing, foregoing a "DILUTIVE ISSUANCEDilutive Issuance"), then immediately after such Dilutive Issuance Issuance, the Exercise Price then in effect will shall be reduced to an amount equal to the Applicable New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares will be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, this Section 2 shall not apply, and no adjustment to the Exercise Price shall be made, as a result of the issuance of 7,600,000 stock options to directors, officers and employees of the Company and the issuance of 1,000,000 warrants to Metalmark Capital LLC. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following will shall be applicable: