Common use of Anti-dilution Adjustment Clause in Contracts

Anti-dilution Adjustment. Other than in connection with Excepted Issuances (as such term is defined in the last sentence of this Section 8(b)), if within twelve months following the initial Closing of the sale of Shares in the Offering, the Company shall issue without the consent of the Majority Holders any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share which shall be less than 100% of the price per share of the Shares purchased by such Subscriber (including any issuances of securities in connection with the closing of a registered primary offering of any securities of the Company in any jurisdiction), subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”), then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber respecting the Purchased Securities that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Securities owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 8(b) is equal to such other lower price per share. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the 5 Business Days after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this Section 8(b), in the case of the issuance of securities convertible into or exercisable for shares of Common Stock, the price per share shall be deemed to be the quotient obtained by dividing (i) the sum of (A) the price paid for such derivative security plus (B) the aggregate amount of consideration to be paid upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised, by (ii) the total number of shares of common stock issuable upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised. The adjustment described in this Section 8(b) shall be made immediately upon the earlier of (x) the issuance of the derivative security or (y) the Company entering into an agreement to issue the derivative security, in each case at a price lower than the price per Share in the Offering (which price is subject to adjustment for stock dividends, subdivisions and combinations), but such adjustment shall not be made again upon any issuance of shares of Common Stock upon conversion of such derivative security. Any Common Stock or derivative security issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issuance will be deemed issuable or to have been issued for $0.01 per share of Common Stock. The rights of Subscriber set forth in this Section 8 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Transaction Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. For purposes hereof, “Excepted Issuances” means the (i) Company’s issuances of securities comprising the full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity that has been approved by a majority of disinterested directors of the Company and in which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of common stock or its issuances or grants of options to purchase common stock to employees, directors, and officers of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, and (iv) the Company’s issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.

Anti-dilution Adjustment. Other than In the event of changes in connection with Excepted Issuances the outstanding Common Stock of the Company by reason of stock dividends, splits, Recapitalizations (as such term is defined hereinafter defined), reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of Conversion Shares available under this Note in the last sentence aggregate and the conversion price therefor shall be correspondingly adjusted to give the Holder, on conversion for the same aggregate price, the total number, class, and kind of shares as the Holder would have owned had the Note been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Section 8(b)), if within twelve months following the initial Closing Note need not be changed because of the sale of Shares any adjustment in the Offeringnumber of Conversion Shares subject to this Note. Whenever the conversion price or the number of Conversion Shares purchasable hereunder shall be adjusted pursuant to this Section 3.5, the Company shall issue without prepare a certificate setting forth, in reasonable detail, the consent event requiring the adjustment, the amount of the Majority Holders adjustment, the method by which such adjustment was calculated. Such certificate shall be signed by its chief financial officer and shall be delivered to the Holder. For purposes of this Note, “Recapitalization” shall mean any Common Stock of the following actions by the Company, or securities any agreement or approval by the Company to undertake any of the foregoing: (i) any issuance of any additional stock or equity of the Company, including any common stock, preferred stock or other capital stock of the Company issued solely in connection with a restructuring of the entire capital structure of the Company, (ii) any issuance of any security convertible into or exercisable or exchangeable for, with or without consideration, any common stock, preferred stock or other capital stock of the Company issued solely in connection with a restructuring of the entire capital structure of the Company, (iii) any issuance of any option, warrant or other security carrying any warrant or right to subscribe to or purchase any common stock, preferred stock or other capital stock of the Company issued solely in connection with a restructuring of the entire capital structure of the Company, (iv) any stock split, stock dividends or combinations, (v) any reclassification or any change to rights, preferences, or designation of any class of the Company’s stock as of the date hereof, or (vi) the Company seeks to effect or set a record date for shares of Common Stock (or modify the conversion or exercise price of a shareholder vote with respect to any transaction that could result in any of the foregoing which may be outstanding) to any person or entity at a price per share which shall be less than 100% of the price per share of the Shares purchased by such Subscriber (including any issuances of securities in connection with the closing of a registered primary offering of any securities of the Company in any jurisdiction), subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”), then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber respecting the Purchased Securities that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Securities owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 8(b) is equal to such other lower price per share. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the 5 Business Days after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment actions described in this Section 8(b)3.5, in the which case of the issuance of securities convertible into or exercisable for shares of Common Stock, the price per share shall be deemed to be the quotient obtained by dividing (i) the sum of (A) the price paid for such derivative security plus (B) the aggregate amount of consideration to be paid upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised, by (ii) the total number of shares of common stock issuable upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised. The adjustment described in this Section 8(b) shall be made immediately upon the earlier of (x) the issuance of the derivative security or (y) the Company entering into an agreement shall provide Holder with prior written notice of its intention to issue the derivative security, in each case at set a price lower than the price per Share in the Offering (which price is subject to adjustment for stock dividends, subdivisions and combinations), but such adjustment shall not be made again upon any issuance of shares of Common Stock upon conversion of such derivative security. Any Common Stock or derivative security issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issuance will be deemed issuable or to have been issued for $0.01 per share of Common Stock. The rights of Subscriber set forth in this Section 8 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Transaction Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. For purposes hereof, “Excepted Issuances” means the (i) Company’s issuances of securities comprising the full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity that has been approved by a majority of disinterested directors of the Company and in which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of common stock or its issuances or grants of options to purchase common stock to employees, directors, and officers of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, and (iv) the Company’s issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securitiesrecord date.

Anti-dilution Adjustment. Other than (a) Understanding and agreeing that Buyer will control the Company following the purchase of the Shares and given Sellers would not enter into this transaction for the sale of the Shares without assurances from Buyer that Sellers will not be reduced or diluted in connection with Excepted Issuances (as such term is defined in the last sentence Sellers' ownership percentage of this Section 8(b))Common Stock below a certain number and percentage of shares, Buyer agrees if on, or within twelve months following after, the initial Closing closing of the sale of Shares in the Offeringtransactions described herein, the Company shall issue without the consent of the Majority Holders issues or sells, or is deemed to have issued or sold, any Common Stock or securities convertible into or exercisable for shares of Common Stock or common stock equivalents for a consideration of less than one dollar (or modify the conversion or exercise price of any of the foregoing which may be outstanding$1.00) to any person or entity at a price per share which shall be less than 100% of the price per share of the Shares purchased by such Subscriber (including any issuances of securities in connection with the closing of a registered primary offering of any securities of the Company in any jurisdiction), subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”"Dilution Event"), then Sellers shall be entitled to receive from Buyer, that number of Shares necessary to provide Sellers with the Company shall issue, for each such occasion, additional same percentage of Shares as he held on the Closing of this Transaction assuming 15,000,000 shares of Common Stock are outstanding on the Closing of this Transaction. Furthermore, Buyer agrees to use his best efforts to cause the Company to not (i) reduce; through a reverse split, consolidation, or subdivide its outstanding Common Stock, combine its outstanding Common Stock into a smaller number of shares, issue by reclassification of its Common Stock other securities of the Company, or enter into any plan of capital reorganization or of reclassification of the Common Stock of the Company which would result in the reduction of the ownership interest of the Sellers below his current percentage of ownership assuming fifteen million (15,000,000) issued and outstanding shares of the Company's common stock and the Company will not issue any shares during the next twelve months that would increase the outstanding shares of Common Stock beyond the 15,000,000 shares except for cash consideration in excess of one dollar ($1.00) per share all of which would be considered a Dilution Event and subject to the Subscriber respecting the Purchased Securities that are then still owned by the Subscriber at the time adjustments set forth above with Buyer providing Sellers such number of the Lower Price Issuance so that the average per share purchase price of the Purchased Securities owned by the Subscriber Shares necessary to bring Sellers back to his percentage interest on the date of the Lower Price Issuance plus Closing. As security against such additional action, Buyer agree to hold one million (1,000,000) shares issued to Subscriber being purchased pursuant hereto in an escrow with Action Stock Transfer pursuant to this Section 8(b) is equal the escrow agreement attached hereto as exhibit "B," to hold until such other lower price per share. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the 5 Business Days after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described in this Section 8(b), in the case of the issuance of securities convertible into or exercisable for shares of Common Stock, the price per share shall be deemed to be the quotient obtained by dividing (i) the sum of (A) the price paid for such derivative security plus (B) the aggregate amount of consideration to be paid upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised, by (ii) the total number of shares of common stock issuable upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised. The adjustment described in this Section 8(b) shall be made immediately upon the earlier of (x) the issuance of the derivative security or (y) the Company entering into an agreement to issue the derivative security, in each case at a price lower than the price per Share in the Offering (which price is subject to adjustment for stock dividends, subdivisions and combinations), but such adjustment shall not be made again upon any issuance of shares of Common Stock upon conversion of such derivative security. Any Common Stock or derivative security issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issuance will be deemed issuable or to have been issued for $0.01 per share of Common Stock. The rights of Subscriber set forth in this Section 8 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Transaction Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. For purposes hereof, “Excepted Issuances” means the (i) Company’s issuances of securities comprising the full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity that has been approved by a majority of disinterested directors of the Company and in which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of common stock or its issuances or grants of options to purchase common stock to employees, directors, and officers of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, and (iv) the Company’s issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since twelve months from the date of this Agreement or such date the shares are surrendered to increase the number Sellers to cover a Dilution Event. Each Seller shall receive their proportion of such securities or to decrease Escrowed Shares in the exercise price, exchange price or conversion price event of such securitiesa Dilution Event.

Anti-dilution Adjustment. Other than in connection with Excepted Issuances (as such term is defined If, subsequent to the date hereof and ------------------------- prior to the Learning Curve Effective Time, RCE shall change or declare a change in the last sentence number of this Section 8(b)), if within twelve months following the initial Closing of the sale of RCE Shares in the Offering, the Company shall issue without the consent of the Majority Holders any Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock (or modify RCE Shares, issued and outstanding prior to the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at Learning Curve Effective Time as a price per share which shall be less than 100% of the price per share of the Shares purchased by such Subscriber (including any issuances of securities in connection with the closing result of a registered primary offering of any securities of the Company in any jurisdiction)reclassification, subject to adjustment for stock dividendssplit, subdivisions and combinations (the “Lower Price Issuance”)stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer or other similar transaction, then the Company shall issue, for in each such occasioncase, additional shares of Common Stock to the Subscriber respecting the Purchased Securities that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Securities owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 8(b) is equal to such other lower price per share. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the 5 Business Days from and after the closing record date of for determining the transaction giving rise stockholders entitled to the requirement to issue additional shares of Common Stock. For purposes of the issuance and receive such RCE Shares or other securities, an appropriate adjustment described in this Section 8(b), in the case of the issuance of securities convertible into or exercisable for shares of Common Stock, the price per share shall be deemed to be the quotient obtained by dividing (i) the sum of (A) the price paid for such derivative security plus (B) the aggregate amount of consideration to be paid upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised, by (ii) the total number of shares of common stock issuable upon conversion or exercise price of such security for the maximum number of shares for which the derivative security may be converted or exercised. The adjustment described in this Section 8(bif any) shall be made immediately upon to the earlier of (x) the issuance of the derivative security or (y) the Company entering into an agreement to issue the derivative security, in each case at a price lower than the price per Share in the Offering (which price is subject to adjustment for stock dividends, subdivisions and combinations), but such adjustment shall not be made again upon any issuance of shares of Common Stock upon conversion of such derivative security. Any Common Stock or derivative security issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issuance will be deemed issuable or to have been issued for $0.01 per share of Common Stock. The rights of Subscriber formula set forth in this Section 8 are in addition section 2.4(e)(iii)[a] above, for purposes of determining the number of Merger Shares into which the Learning Curve Class C Common Shares shall be converted to any other rights the Subscriber has pursuant extent necessary to this Agreement, any Transaction Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are partiespreserve the proportional interest of the Merger Shares. For purposes hereof, “Excepted Issuances” means the (i) Company’s issuances of securities comprising the full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets payment of a corporation dividend in RCE Shares, or the distribution on RCE Shares in securities convertible into RCE Shares, shall be deemed to have effected an increase in the number of outstanding RCE Shares equal to the number of RCE Shares into which such securities shall be initially convertible without the payment by the holder thereof of any consideration other entity that has been approved by a majority of disinterested directors of than the Company and in which holders surrender for cancellation of such securities or debt are convertible securities. Notwithstanding the foregoing, this section shall not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of common stock or its issuances or grants of options to purchase common stock to employees, directors, and officers of the Company pursuant apply to any stock or options issued under option plan duly adopted for such purpose, by a majority plans of the non-employee members RCE existing as of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, and (iv) the Company’s issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.