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

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 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) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the issuance of (i) shares of the Company’s Common Stock or shares of Common Stock issuable upon the exercise of a warrant that was issued pursuant to a financing transaction substantially similar to the Transaction Documents (as defined in the Purchase Agreement) and (ii) shares of the Company’s Common Stock under the Company’s forward purchase agreements, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 ((i) and (ii) together, the “Excluded Issuances”), shall not be deemed a Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 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) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the issuance of Common Stock and warrants under (i) shares the contemplated transactions disclosed in Schedule 4(d) of the Company’s Common Stock or shares of Common Stock issuable upon the exercise of a warrant that was issued pursuant to a financing transaction substantially similar to the Transaction Documents (as defined in the Purchase Agreement) Agreement and (ii) shares of the Company’s Common Stock under the Company’s forward purchase agreements, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 ((i) and (ii) together, the “Excluded Issuances”), shall not be deemed a Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grantsor any Subsidiary thereof, issues as applicable, at any time while this Warrant is outstanding, shall sell or sells grant any option to purchase, or otherwise dispose of or issue (or enters into announce any agreement offer, sale, grant or any option to grant, issue purchase or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, other disposition) 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) for a consideration Equivalents, at an effective price per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the Company sells securities as a unit, any warrant included in the unit shall be reduced deemed to have an amount effective price equal to its exercise price and any common stock include in the unit shall be deemed to have an effective price equal to the New Issuance Price, provided that unit price and if the issuance of (i) shares holder of the Company’s Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock issuable upon at an effective price per share that is less than the exercise Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of a warrant that was the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance (i) (excluding securities issued pursuant to a financing transaction substantially any at-the-market or similar to agreement, including but not limited to, the Transaction Documents agreement the Company entered into on August 5, 2016 (as defined in the Purchase Agreementsuch agreement may be amended or replaced) and with FBR Capital Markets & Co. now known as B. Xxxxx FBR, Inc. (ii) shares of the Company’s Common Stock under the Company’s forward purchase agreementseach such issuance, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 ((i) and (ii) together, the an “Excluded IssuancesATM Issuance”), shall not be deemed a Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following Exercise Price shall be applicable:reduced and only reduced to equal the Base Share Price; (ii) involving securities issued pursuant to an ATM Issuance, the Exercise Price shall be reduced and only reduced to the greater of the Base Share Price or fifty percent (50%) of the Exercise Price; provided, however that during the two year period after issuance of this Warrant, the Company shall not issue any securities pursuant to an ATM Issuance at a price below fifty percent (50%) of the Exercise Price. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(a) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(a), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(a), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. The Company shall have no right to voluntarily lower the exercise or conversion price of any security outstanding on the date of issuance of the Warrant below the Exercise Price other than in accordance with the terms of such security without the approval of holders of a majority of the Warrants.

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 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) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the issuance of (i) shares of the Company’s Common Stock or shares of Common Stock issuable upon the exercise of a warrant that was issued pursuant to a financing transaction substantially similar to (and with no more favorable terms, including warrant terms, than included in) the Transaction Documents (as defined in the Purchase Agreement) and ), (ii) shares of the Company’s Common Stock under the Company’s forward purchase agreements, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 2023, as may continue to be amended on terms generally consistent with those amendments in place as of the Issuance Date, provided that any shares of Common Stock issued under the forward purchase agreements, or any amendment thereto, in excess of the amount of Common Stock issuable to the parties thereto under such forward purchase agreements as of the Issuance Date shall not be deemed Excluded Issuances ((i) as defined below), and (iiiii) togetherthe Company’s current or future equity incentive plans or issued to employees, directors, or officers as compensation or consideration in the ordinary course of business, including any issuance of options (and the underlying shares of Common Stock) (the “Excluded Issuances”), shall not be deemed a Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 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) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the issuance of (i) shares of the Company’s Common Stock or shares of Common Stock issuable upon the exercise of a warrant that was issued pursuant to a financing transaction substantially similar to the Transaction Documents (as defined in the Purchase Agreement) and (ii) shares of the Company’s Common Stock warrants under the Company’s forward purchase agreements, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 ((i) and (ii) together, the “Excluded Issuances”), shall not be deemed a Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of issuance (the “Issuance Date”), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell)sells, or in accordance with this Section 2 3(e) is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any securities contemplated in the definition of “Exempt Issuance” (as defined in the Purchase Agreement, but disregarding the first proviso in clause (c) of the definition thereof) or “Permitted Sales” (as defined in the Purchase Agreement) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after upon such Dilutive Issuance (or, if earlier, at the time of the announcement of such Dilutive Issuance), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; provided, provided however, that the issuance of (i) shares of the Company’s Common Stock or shares of Common Stock issuable upon the exercise of a warrant that was issued Exercise Price as adjusted pursuant to a financing transaction substantially similar to the Transaction Documents (as defined in the Purchase Agreementthis Section 3(e) and (ii) shares of the Company’s Common Stock under the Company’s forward purchase agreements, as may continue to be amended, which were entered into among the Company and the various parties thereto initially on September 22, 2023, September 26, 2023 and September 29, 2023 ((i) and (ii) together, the “Excluded Issuances”), shall not be deemed a Dilutive Issuanceless than $0.26, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b3(e)), the following shall be applicable: