Common use of Adjustments for Punitive Round Financings Clause in Contracts

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders additional shares of Common Stock such that the Institution Share Number (as defined below) equals the product obtained by multiplying the Institution Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. Adjustment Fraction equals: (A + C) (A + B) where: A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “"Funding Threshold Date”"), if, as a result of the issuance by the COMPANY of Common Stock, or any equity security exercisable for or convertible into Common Stock, the conversion rate into Common Stock of any outstanding shares of convertible preferred stock of the COMPANY issued on or before the Funding Threshold Date is adjusted pursuant to an antidilution adjustment included in the Certificate of Incorporation of the COMPANY, the COMPANY will issue to M.I.T. for each share of Common Stock issued pursuant to Section 4.1(f)(i) and held by M.I.T. a share and/or fractional share of Common Stock equal to the additional share and/or fractional share of Common Stock which a holder of such convertible preferred stock would be entitled to receive as a result of such adjustment of the conversion rate included in the COMPANY's Certificate of Incorporation as if such holder converted his share of convertible preferred stock into Common Stock immediately after such adjustment, whether or not such conversion is actually exercised at the time of the dilutive issuance adjustment. Notwithstanding the above, if the issuance by the COMPANY takes of Common Stock, or any action that is a Dilutive Issuance equity security exercisable for or convertible into Common Stock, would have caused an adjustment in the conversion rate included in the COMPANY's Certificate of Incorporation but for the waiver of such adjustment by the holders of such convertible preferred stock (as defined below)the "Preferred Holders") or the effect of any so called "pay to play" provision, then immediately following upon such Dilutive Issuanceissuance, COMPANY if M.I.T., in its own discretion, does not also waive such adjustment, the Company shall issue to the Shareholders M.I.T. such additional shares of Common Stock that M.I.T. would have been issued as set forth above had the Preferred Holders not waived such that adjustment or the Institution Share Number (as defined below) equals effect of the product obtained by multiplying pay to play provision had not precluded such adjustment. Thereafter, the Institution Share Number in effect immediately before conversion rate of the Dilutive Issuance preferred stock shall be deemed to have been adjusted notwithstanding the waiver or preclusion of such adjustment for purposes of determining whether or not future issuances by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after COMPANY of Common stock, or any equity security exercisable for or convertible into Common Stock, should require the Dilutive Issuance shall be adjusted COMPANY to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. Adjustment Fraction equals: (A + C) (A + B) where: A = the number of issue additional shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):M.I.T.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “"Funding Threshold Date”"), if COMPANY takes issues Common Stock, or any action equity security exercisable for or convertible into Common Stock, such that the price per share of COMPANY's Common Stock is a Dilutive Issuance less than the M.I.T. Share Price (as defined below) (a "Dilutive Issuance"), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders additional M.I.T. shares of Common Stock such that the Institution M.I.T. Share Number (as defined below) equals the product obtained by multiplying the Institution M.I.T. Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution M.I.T. Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution M.I.T. Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + CA+C) (A + BA+B) where: : A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution M.I.T. Share Price immediately prior to the Dilutive Issuance using the net aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Common Stock issued or of a security exercisable for or convertible into Common Stock issued, on a Fully Diluted Basis Basis, pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance. In addition, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):4.l(f)(iv): "Fair Market Value" of a share of Common Stock shall be the highest price per share that the COMPANY could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the COMPANY, from authorized but unissued shares, as determined in good faith by the Board of Directors of the COMPANY, unless the COMPANY shall become subject to a merger, acquisition or other consolidation pursuant to which the COMPANY is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the COMPANY's Common Stock for each share of Common Stock pursuant to the COMPANY's acquisition.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”)) and through the date at which COMPANY has raised a total of [**] Dollars ($[**]) in cash in exchange for COMPANY stock, if COMPANY takes issues Common Stock, or any action equity security exercisable for or convertible into Common Stock, such that is a Dilutive Issuance the price per share of COMPANY’S Common Stock is. less than the M.I.T. Share Price (as defined below) (a “Dilutive Issuance”), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders additional M.I.T. shares of Common Stock such that the Institution M.I.T. Share Number (as defined below) equals the product obtained by multiplying the Institution M.I.T. Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution M.I.T. Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution M.I.T. Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + CC ) (A + BB ) where: : A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution M.I.T. Share Price immediately prior to the Dilutive Issuance using the net aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Common Stock issued or of a security exercisable for or convertible into Common Stock issued, on a Fully Diluted Basis Basis, pursuant to the Dilutive Issuance. Notwithstanding the foregoing, orM.I.T.’s rights under this Section shall not apply to the following equity securities (i) shares of Common Stock issued or issuable to employees, if a Convertible Instrument is consultants or directors of COMPANY pursuant to an option plan (including shares issued or issuable upon exercise of options already granted); (ii) securities issued in connection with any stock split or stock dividend by COMPANY; (iii) and shares of Common Stock issued upon conversion of COMPANY Preferred Stock; (iv) securities issued in consideration for the Dilutive Issuanceacquisition or licensing of technology or a corporate partnership transaction or acquisition of another entity; or (v) securities issued in equipment leasing or other debt financing transactions. In addition, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):4.1(f)(iv): “Fair Market Value” of a share of Common Stock shall be the highest price per share that the COMPANY could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the COMPANY, from authorized but unissued shares, as determined in good faith by the Board of Directors of the COMPANY, unless the COMPANY shall become subject to a merger, acquisition or other consolidation pursuant to which the COMPANY is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the COMPANY’S Common Stock for each share of Common Stock pursuant to the COMPANY’S acquisition.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders XXXXXXXXX, M.I.T. and HARVARD, pro rata based on their shares then outstanding, additional shares of Common Stock such that the Institution Share Number (as defined below) equals the product obtained by multiplying the Institution Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance shall will be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + C) divided by (A + B) where: ), where A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance Issuance. B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes the purpose of calculation of calculating “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall will be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall will apply to this Section 4.1(k)(iv):4.1(h): “Capital Stock” will mean any form of COMPANY’s capital stock.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”)) and through the date at which COMPANY has raised a total of Seven Million Five Hundred Thousand Dollars ($7,500,000) in cash in exchange for COMPANY stock, if COMPANY takes issues Common Stock, or any action equity security exercisable for or convertible into Common Stock, such that the price per share of COMPANY’s Common Stock is a Dilutive Issuance less than the M.I.T. Share Price (as defined below) (a “Dilutive Issuance”), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders additional M.I.T. shares of Common Stock such that the Institution M.I.T. Share Number (as defined below) equals the product obtained by multiplying the Institution M.I.T. Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution M.I.T. Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution M.I.T. Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + C) (A + B) where: : A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution M.I.T. Share Price immediately prior to the Dilutive Issuance using the net aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Common Stock issued or of a security exercisable for or convertible into Common Stock issued, on a Fully Diluted Basis Basis, pursuant to the Dilutive Issuance. Notwithstanding the foregoing, orM.I.T.’s rights under this Section shall not apply to the following equity securities: (i) shares of Common Stock issued or issuable to employees, if a Convertible Instrument is consultants or directors of COMPANY pursuant to an option plan (including shares issued or issuable upon exercise of options already granted); (ii) securities issued in connection with any stock split or stock dividend by COMPANY; (iii) shares of Common Stock issued upon conversion of COMPANY Preferred Stock; (iv) securities issued in consideration for the Dilutive Issuanceacquisition or licensing of technology or a corporate partnership transaction or acquisition of another entity; or (v) securities issued in equipment leasing or other debt financing transactions. In addition, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):4.1(h)(iv): “Fair Market Value” of a share of Common Stock shall be the highest price per share that the COMPANY could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the COMPANY, from authorized but unissued shares, as determined in good faith by the Board of Directors of the COMPANY, unless the COMPANY shall become subject to a merger, acquisition or other consolidation pursuant to which the COMPANY is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the COMPANY’s Common Stock for each share of Common Stock pursuant to the COMPANY’s acquisition.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders M.I.T. additional shares of Common Stock such that the Institution M.I.T. Share Number (as defined below) equals the product obtained by multiplying the Institution M.I.T. Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution M.I.T. Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution M.I.T. Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. Adjustment Fraction equals: (A + C) (A + B) where: : A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution M.I.T. Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “Bof”B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at of the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders M.I.T., WXXXXXXXX, HARVARD and HOSPITAL additional shares of Common Stock such that the Institution Share Number (as defined below) equals the product obtained by multiplying the Institution Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. Adjustment Adjust Fraction equals: (A + CA+C) (A + BA+B) whereWhere: A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at of the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders M.I.T., WXXXXXXXX, HARVARD and HOSPITAL additional shares of Common Stock such that the Institution Share Number (as defined below) equals the product obtained by multiplying the Institution Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. Adjustment Adjust Fraction equals: (A + CA+C) (A + BA+B) whereWhere: A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at of the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. . C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “"Funding Threshold Date”"), if COMPANY takes issues Common Stock, or any action equity security exercisable for or convertible into Common Stock, such that the price per share of COMPANY's Common Stock is a Dilutive Issuance less than the M.I.T. Share Price (as defined below) (a "Dilutive Issuance"), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders additional M.I.T. shares of Common Stock such that the Institution M.I.T. Share Number (as defined below) equals the product obtained by multiplying the Institution M.I.T. Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution M.I.T. Share Price in effect immediately after the Dilutive Issuance shall be adjusted to equal the result obtained by dividing the Institution M.I.T. Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + C) ) (A + B) where: : A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance Issuance. B = the number of shares of Common Stock that could be purchased at the Institution M.I.T. Share Price immediately prior to the Dilutive Issuance using the net aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Common Stock issued or of a security exercisable for or convertible into Common Stock issued, on a Fully Diluted Basis Basis, pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance. In addition, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall apply to this Section 4.1(k)(iv):4.1(i) (iv): "Fair Market Value" of a share of Common Stock shall be the highest price per share that the COMPANY could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the COMPANY, from authorized but unissued shares, as determined in good faith by the Board of Directors of the COMPANY, unless the COMPANY shall become subject to a merger, acquisition or other consolidation pursuant to which the COMPANY is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the COMPANY's Common Stock for each share of Common Stock pursuant to the COMPANY's acquisition.

Adjustments for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall issue to the Shareholders XXXXXXXXX and M.I.T., pro rata based on their shares then outstanding, additional shares of Common Stock such that the Institution Share Number (as defined below) equals the product obtained by multiplying the Institution XXXXXXXXX Share Number in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance shall will be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive Issuance by the Adjustment Fraction defined below. The Adjustment Fraction equals: (A + C) divided by (A + B) where: ), where A = the number of shares of Common Stock issued and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance Issuance. B = the number of shares of Common Stock that could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration received by COMPANY in connection with the Dilutive Issuance. For purposes of calculation of “B”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration received by COMPANY shall be the price per share at the applicable Convertible Instrument (as defined below) immediately following the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible. For purposes the purpose of calculation of calculating “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall will be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible. The following definitions shall will apply to this Section 4.1(k)(iv):4.1(h): “Capital Stock” will mean any form of COMPANY’S capital stock.