Common use of Anti-Dilution Protection Clause in Contracts

Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber of its, his or her Shares of the Company’s Common Stock shall be reduced to a pre-money valuation equal to a twenty percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock owned by the Subscriber in this Offering. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after the Offering in an amount of at least $1,000,000.

Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as As defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering Seed Financing (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering Shareholder shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber Shareholder of its, his or her Shares of the Company’s Common Stock shall be reduced to a the same pre-money valuation equal as that being sold to a twenty percent (20%) discount to the pre-money valuation of investors in the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber the Shareholders herein in a Qualified Financing shall be equal to (x) the total monetary amount invested quotient obtained by dividing (i) the Subscriber divided post-money valuation of the Company after completion of the Seed Financing, by (ii) pre-money valuation of the Company for the Qualified Financing, multiplied by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock Shares owned by each Shareholder in the Subscriber in this OfferingSeed Financing. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after the Offering Seed Financing in an amount of at least $1,000,000.

Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber of its, his or her Shares of the Company’s Common Stock shall be reduced to a pre-money valuation equal to a twenty percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock owned by the Subscriber in this Offering. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after the Offering in an amount of at least $1,000,00015,000,000 at a price of less than $5.00 per equity security comparable to the Units being offered in the Offering Memorandum.

Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber of its, his or her Shares of the Company’s Common Stock shall be reduced to a pre-money valuation equal to a twenty percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock owned by the Subscriber in this Offering. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after the Offering in an amount of at least $1,000,000.

Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber of its, his or her Shares of the Company’s Common Stock shall be reduced to a pre-money valuation equal to a twenty percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock owned by the Subscriber in this Offering. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after will be at $5.50 per equity security comparable or current valuation of the Company to the Units being offered in the 2019 Offering Memorandum, however, in the event the Company receives an amount offer from a Qualified Institution or Qualified Institutional Investor for a minimum of $15,000,000, then the Section 3 Anti-Dilution Protection at least $1,000,000the Company’s discretion shall not apply.